ex10_1.htm


    2007
      STOCK OPTION PLAN OF

     

    World
      Series of Golf, Inc.

    


    A
      Nevada Corporation

    


    October
      19, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STOCK
      OPTION PLAN OF

    World
      Series of Golf, Inc.

    


    TABLE
      OF CONTENTS

     

    
    

    
      	 	
              Page
                No.

            
	
              PURPOSE
                OF THE PLAN 

            	
              1

            
	
               

            	 
	
              TYPES
                OF STOCK OPTIONS

            	
              1
                

            
	 	 
	DEFINITIONS	
              1 

            
	 	 
	ADMINISTRATION
              OF
              THE PLAN	
              2 

            
	 	 
	GRANT
              OF
              OPTIONS	
              3 

            
	 	 
	STOCK
              SUBJECT TO
              PLAN	
              4 

            
	 	 
	TERMS
              AND CONDITIONS
              OF OPTIONS	
              4 

            
	 	 
	TERMINATION
              OR
              AMENDMENT OF THE PLAN	
              9 

            
	 	 
	
              INDEMNIFICATION
                

            	
              9

            
	 	 
	
              EFFECTIVE
                DATE AND TERM OF THE PLAN 

            	
              10

            
	 	 
	
              MISCELLANEOUS
                

            	
              10

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STOCK
      OPTION PLAN OF

    World
      Series of Golf, Inc.

    


    A
      Nevada Corporation

    


    


    


    
      	
              1.  

            	
              PURPOSE
                OF THE PLAN

            


    

    


    The
      purpose of this Plan is to strengthen World Series of Golf, Inc. (hereinafter the
“Company”) by providing incentive
      stock options as a means to attract, retain
      and motivate key corporate personnel, through ownership of stock of the Company,
      and to attract individuals of outstanding ability to render services to and
      enter the employment of the Company or its subsidiaries.

    


    
      	
              2.  

            	
              TYPES
                OF STOCK OPTIONS

            


    

    


    There
      shall be two types of Stock Options (referred to herein as "Options" without
      distinction between such different types) that may be granted under this Plan:
      (1) Options intended to qualify as Incentive Stock Options under Section 422
      of
      the Internal Revenue Code (“Qualified Stock Options”), and (2) Options not
      specifically authorized or qualified for favorable income tax treatment under
      the Internal Revenue Code (“Non-Qualified Stock Options”).

    


    
      	
              3.  

            	
              DEFINITIONS

            


    

    


    The
      following definitions are applicable to the Plan:

    


    
      	
              (1)  

            	
              Board.  The
                Board of Directors of the Company.

            


    

    


    
      	
              (2)  

            	
              Code.  The
                Internal Revenue Code of 1986, as amended from time to
                time.

            


    

    


    
      	
              (3)  

            	
              Common
                Stock. The shares of Common Stock of the
                Company.

            


    

    


    
      	
              (4)  

            	
              Company.
                World Series of Golf, Inc., a Nevada
                corporation.

            


    

    


    
      	
              (5)  

            	
              Consultant.
                An individual or entity that renders professional services to the
                Company
                as an independent contractor and is not an employee or under the
                direct
                supervision and control of the
                Company.

            


    

    


    
      	
              (6)  

            	
              Disabled
                or Disability.  For the purposes of Section 7, a disability of
                the type defined in Section 22(e)(3) of the Code. The determination
                of
                whether an individual is Disabled or has a Disability is determined
                under
                procedures established by the Plan Administrator for purposes of
                the
                Plan.

            


    

    


    
      	
              (7)  

            	
              Fair
                Market Value. For purposes of the Plan, the “fair market value" per share
                of Common Stock of the Company at any date shall be: (a) if the Common
                Stock is listed on an established stock exchange or exchanges or
                the
                NASDAQ National Market, the closing price per share on the last trading
                

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                day immediately
                  preceding such date on the principal exchange on which it is traded
                  or as
                  reported by NASDAQ; or (b) if the Common Stock is not then listed
                  on an
                  exchange or the NASDAQ National Market, but is quoted on the NASDAQ
                  Small
                  Cap Market, the NASDAQ electronic bulletin board or the National
                  Quotation
                  Bureau pink sheets, the average of the closing bid and asked prices
                  per
                  share for the Common Stock as quoted by NASDAQ or the National
                  Quotation
                  Bureau, as the case may be, on the last trading day immediately
                  preceding
                  such date; or (c) if the Common Stock is not then listed on an
                  exchange or
                  the NASDAQ National Market, or quoted by NASDAQ or the National
                  Quotation
                  Bureau, an amount determined in good faith by the Plan
                  Administrator.

              


      

       

    

    
      	
              (8)  

            	
              Incentive
                Stock Option. Any Stock Option intended to be and designated as an
                "incentive stock option" within the meaning of Section 422 of the
                Code.

            


    

    


    
      	
              (9)  

            	
              Non-Qualified
                Stock Option. Any Stock
                Option
                that is not an Incentive Stock
                Option.

            


    

    


    
      	
              (10)  

            	
              Optionee.
                The recipient of a Stock Option.

            


    

    


    
      	
              (11)  

            	
              Plan
                Administrator. The board or the Committee designated by the Board
                pursuant
                to Section 4 to administer and interpret the terms of the
                Plan.

            


    

    


    
      	
              (12)  

            	
              Stock
                Option. Any option to purchase shares of Common Stock granted pursuant
                to
                Section 7.

            


    

    


    
      	
              4.  

            	
              ADMINISTRATION
                OF THE PLAN

            


    

    


    This
      Plan
      shall be administered by the Board of Directors or by a Compensation Committee
      (hereinafter the “Committee”) composed of members selected by, and serving at
      the pleasure of, the Board of Directors (the “Plan Administrator”). Subject to
      the provisions of the Plan, the Plan Administrator shall have authority to
      construe and interpret the Plan, to promulgate, amend, and rescind rules and
      regulations relating to its administration, to select, from time to time, among
      the eligible employees and non-employee consultants (as determined pursuant
      to
      Section 5) of the Company and its subsidiaries those employees and consultants
      to whom Stock Options will be granted, to determine the duration and manner
      of
      the grant of the Options, to determine the exercise price, the number of shares
      and other terms covered by the Stock Options, to determine the duration and
      purpose of leaves of absence which may be granted to Stock Option holders
      without constituting termination of their employment for purposes of the Plan,
      and to make all of the determinations necessary or advisable for administration
      of the Plan. The interpretation and construction by the Plan Administrator
      of
      any provision of the Plan, or of any agreement issued and executed under the
      Plan, shall be final and binding upon all parties. No member of the Committee
      or
      Board shall be liable for any action or determination undertaken or made in
      good
      faith with respect to the Plan or any agreement executed pursuant to the
      Plan.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    If
      a
      Committee is established, all of the members of the Committee shall be persons
      who, in the opinion of counsel to the Company, are outside directors and
      "non-employee directors" within the meaning of Rule 16b-3(b)(3)(i) promulgated
      by the Securities and Exchange Commission.  ­From time to time,
      the Board may increase or decrease the size of the Committee, and add additional
      members to, or remove members from, the Committee. The Committee shall act
      pursuant to a majority vote, or the written consent of a majority of its
      members, and minutes shall be kept of all of its meetings and copies thereof
      shall be provided to the Board. Subject to the provisions of the Plan and the
      directions of the Board, the Committee may establish and follow such rules
      and
      regulations for the conduct of its business as it may deem
      advisable.

    


    At
      the
      option of the Board, the entire Board of Directors of the Company may act as
      the
      Plan Administrator during such periods of time as all members of the Board
      are
“outside directors” as defined in Treas. Regs. §1.162-27(e)(3), except that this
      requirement shall not apply during any period of time prior to the date the
      Company's Common Stock becomes registered pursuant to Section 12 of the
      Securities Exchange Act of 1934, as amended.

    


    
      	
              5.  

            	
              GRANT
                OF OPTIONS

            


    

    


    The
      Company is hereby authorized to grant Incentive Stock Options as defined in
      section 422 of the Code to any employee or director (including any officer
      or
      director who is an employee) of the Company, or of any of its subsidiaries;
      provided, however, that no person who owns stock possessing more than 10% of
      the
      total combined voting power of all classes of stock of the Company, or any
      of
      its parent or subsidiary corporations, shall be eligible to receive an Incentive
      Stock Option under the Plan unless at the time such Incentive Stock Option
      is
      granted the Option price is at least 110% of the fair market value of the shares
      subject to the Option, and such Option by its terms is not exercisable after
      the
      expiration of five years from the date such Option is granted.

    


    An
      employee may receive more than one Option under the Plan. Non-Employee Directors
      shall be eligible to receive Non-­Qualified Stock Options in the discretion
      of the Plan Administrator.  In addition, Non­-Qualified Stock
      Options may be granted to employees, officers, directors and consultants who
      are
      selected by the Plan Administrator.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
              6.  

            	
              STOCK
                SUBJECT TO PLAN

            


    

    


    The
      stock
      available for grant of Options under the Plan shall be shares of the Company's
      authorized but unissued, or reacquired, Common Stock. Subject to adjustment
      as
      provided herein, the maximum aggregate number of shares of the Company’s common
      stock that may be optioned and sold under the Plan is fifteen percent (15%)
      of
      the issued and outstanding shares of the Company’s Common Stock on the date this
      Plan is adopted by the Company’s Board of Directors.  The maximum
      aggregate number of shares of the Company’s Common Stock that may be optioned
      and sold under the Plan will be increased effective the first day of each of
      the
      Company’s fiscal quarters, by an amount equal to the lesser of:

    


    
      	
              (1)  

            	
              The
                number of shares which is equal to 15% of the outstanding shares
                of the
                Common Stock on the first day of the applicable fiscal quarter, less
                the
                number of shares of Common Stock which may be optioned and sold under
                the
                Plan prior to the first day of the applicable fiscal quarter;
                and

            


    

    


    
      	
              (2)  

            	
              a
                lesser number of shares of Common Stock determined by the board of
                directors of the Company.

            


    

    


    The
      maximum number of shares for which an Option may be granted to any Optionee
      during any calendar year shall not exceed three percent (3%) of the issued
      and
      outstanding common shares of the Company.  In the event that any
      outstanding Option under the Plan for any reason expires or is terminated,
      the
      shares of Common Stock allocable to the unexercised portion of the Option shall
      again be available for Options under the Plan as if no Option had been granted
      with regard to such shares.

    


    
      	
              7.  

            	
              TERMS
                AND CONDITIONS OF OPTIONS

            


    

    


    Options
      granted under the Plan shall be evidenced by agreements (which need not be
      identical) in such form and containing such provisions that are consistent
      with
      the Plan as the Plan Administrator shall from time to time approve. Such
      agreements may incorporate all or any of the terms hereof by reference and
      shall
      comply with and be subject to the following terms and conditions:

    


    
      	
              (1)  

            	
              Number
                of Shares. Each Option agreement shall specify the number of shares
                subject to the Option.

            


    

    


    
      	
              (2)  

            	
              Option
                Price. The purchase price for the shares subject to any Option shall
                be
                determined by the Plan Administrator at the time of the grant, but
                shall
                not be less than 85% of Fair Market Value per share. Anything to
                the
                contrary notwithstanding, the purchase price for the shares subject
                to any
                Incentive Stock Option shall not be less than 100% of
                the

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      
        	
                  

              	
                Fair
                  Market Value of the shares of Common Stock of the Company on the
                  date the
                  Stock Option is granted. In the case of any Incentive Stock Option
                  granted
                  to an employee who owns stock possessing more than 10% of the total
                  combined voting power of all classes of stock of the Company, or
                  any of
                  its parent or subsidiary corporations, the Option price shall not
                  be less
                  than 110% of the Fair Market Value per share of the Common Stock
                  of the
                  Company on the date the Option is granted.  For purposes of
                  determining the stock ownership of an employee, the attribution
                  rules of
                  Section 424(d) of the Code shall
                  apply.

              


      

    

     

    
      	
              (3)  

            	
              Notice
                and Payment. Any exercisable portion of a Stock Option may be exercised
                only by: (a) delivery of a written notice to the Company prior to
                the time
                when such Stock Option becomes unexercisable herein, stating the
                number of
                shares bring purchased and complying with all applicable rules established
                by the Plan Administrator; (b) payment in full of the exercise price
                of
                such Option by, as applicable, delivery of: (i) cash or check for
                an
                amount equal to the aggregate Stock Option exercise price for the
                number
                of shares being purchased, (ii) in the discretion of the Plan
                Administrator, upon such terms as the Plan Administrator shall approve,
                a
                copy of instructions to a broker directing such broker to sell the
                Common
                Stock for which such Option is exercised, and to remit to the Company
                the
                aggregate exercise price of such Stock Option (a “cashless exercise”), or
                (iii) in the discretion of the Plan Administrator, upon such terms
                as the
                Plan Administrator shall approve, shares of the Company's Common
                Stock
                owned by the Optionee, duly endorsed for transfer to the Company,
                with a
                Fair Market Value on the date of delivery equal to the aggregate
                purchase
                price of the shares with respect to which such Stock Option or portion
                is
                thereby exercised (a "stock-for-stock exercise"); (c) payment of
                the
                amount of tax required to be withheld (if any) by the Company, or
                any
                parent or subsidiary corporation as a result of the exercise of a
                Stock
                Option.  At the discretion of the Plan Administrator, upon such
                terms as the Plan Administrator shall approve, the Optionee may pay
                all or
                a portion of the tax withholding by: (i) cash or check payable to
                the
                Company, (ii) a cashless exercise, (iii) a stock-for-stock exercise,
                or
                (iv) a combination of one or more of the foregoing payment methods;
                and
                (d) delivery of a written notice to the Company requesting that the
                Company direct the transfer agent to issue to the Optionee (or his
                designee) a certificate for the number of shares of Common Stock
                for which
                the Option was exercised or, in the case of a cashless exercise,
                for any
                shares that were not sold in the cashless exercise. Notwithstanding
                the
                foregoing, the Company, in its sole discretion, may extend and maintain,
                or arrange for the extension and maintenance of credit to any Optionee
                to
                finance the Optionee's purchase of shares pursuant to the exercise
                of any
                Stock Option, on such terms as may be approved by the Plan Administrator,
                subject to applicable regulations of the Federal Reserve Board and
                any
                other laws or regulations in effect at the time such credit is
                extended.

            


    

    


    
      	
              (4)  

            	
              Terms
                of Option. No Option shall be exercisable after the expiration of
                the
                earliest of: (a) ten years after the date the Option is granted,
                (b) three
                months after the date the Optionee's employment with the Company
                and its
                subsidiaries terminates, or a Non-Employee Director or Consultant
                ceases
                to provide services to the Company, if such termination or cessation
                is
                for any reason other than Disability or death, (c) one year after
                the date
                the Optionee's employment with the Company, and its subsidiaries,
                terminates, 

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      
        	
                (4)  

              	
                or
                  a Non­-Employee Director or Consultant ceases to provide services to
                  the Company, if such termination or cessation is a result of death
                  or
                  Disability; provided, however, that the Option agreement for any
                  Option
                  may provide for shorter periods in each of the foregoing instances.
                  In the
                  case of an Incentive Stock Option granted to an employee who owns
                  stock
                  possessing more than 10% of the total combined voting power of
                  all classes
                  of stock of the Company, or any of its parent or subsidiary corporations,
                  the term set forth in (a) above shall not be more than five years
                  after
                  the date the Option is granted.

              


      

       

    

    
      	
              (5)  

            	
              Exercise
                of an Option. No Option shall be exercisable during the lifetime
                of an
                Optionee by any person other than the Optionee. Subject to the foregoing,
                the Plan Administrator shall have the power to set the time or times
                within which each Option shall vest or be exercisable and to accelerate
                the time or times of vesting and exercise; provided, however each
                Option
                shall provide the right to exercise at the rate of at least 20% per
                year
                over five years from the date the Option is granted.  Unless
                otherwise provided by the Plan Administrator, each Option will not
                be
                subject to any vesting requirements. To the extent that an Optionee
                has
                the right to exercise an Option and purchase shares pursuant hereto,
                the
                Option may be exercised from time to time by written notice to the
                Company, stating the number of shares being purchased and accompanied
                by
                payment in full of the exercise price for such
                shares.

            


    

    


    
      	
              (6)  

            	
              No
                Transfer of Option. No Option shall be transferable by an Optionee
                otherwise than by will or the laws of descent and
                distribution.

            


    

    


    
      	
              (7)  

            	
              Limit
                on Incentive Stock Option. The aggregate Fair Market Value (determined
                at
                the time the Option is granted) of the stock with respect to which
                an
                Incentive Stock Option is granted and exercisable for the first time
                by an
                Optionee during any calendar year (under all Incentive Stock Option
                plans
                of the Company and its subsidiaries) shall not exceed
                $100,000.  To the extent the aggregate Fair Market Value
                (determined at the time the Stock Option is granted) of the Common
                Stock
                with respect to which Incentive Stock Options are exercisable for
                the
                first time by an Optionee during any calendar year (under all Incentive
                Stock Option plans of the Company and any parent or subsidiary
                corporations) exceeds $100,000, such Stock Options shall be treated
                as
                Non­-Qualified Stock Options.  The determination of which
                Stock Options shall be treated as Non-­Qualified Stock Options shall
                be made by taking Stock Options into account in the Order in which
                they
                were granted.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              (8)  

            	
              Restriction
                on Issuance of Shares.  The issuance of Options and shares shall
                be subject to compliance with all of the applicable requirements
                of law
                with respect to the issuance and sale of securities, including, without
                limitation, any required qualification under state securities
                laws.  If an Optionee acquires shares of Common Stock pursuant
                to the exercise of an Option, the Plan Administrator, in its sole
                discretion, may require as a condition of issuance of shares covered
                by
                the Option that the shares of Common Stock be subject to restrictions
                on
                transfer. The Company may place a legend on the share certificates
                reflecting the fact that they are subject to restrictions on transfer
                pursuant to the terms of this Section.  In addition, the
                Optionee may be required to execute a buy-sell agreement in favor
                of the
                Company or its designee with respect to all or any of the shares
                so
                acquired. In such event, the terms of any such agreement shall apply
                to
                the optioned shares.

            


    

    


    
      	
              (9)  

            	
              Investment
                Representation. Any Optionee may be required, as a condition of issuance
                of shares covered by his or her Option, to represent that the shares
                to be
                acquired pursuant to exercise will be acquired for investment and
                without
                a view toward distribution thereof, and in such case, the Company
                may
                place a legend on the share certificate(s) evidencing the fact that
                they
                were acquired for investment and cannot be sold or transferred unless
                registered under the Securities Act of 1933, as amended, or unless
                counsel
                for the Company is satisfied that the circumstances of the proposed
                transfer do not require such
                registration.

            


    

    


    
      	
              (10)  

            	
              Rights
                as a Shareholder or Employee.  An Optionee or transferee of an
                Option shall have no right as a stockholder of the Company with respect
                to
                any shares covered by any Option until the date of the issuance of
                a share
                certificate for such shares.  No adjustment shall be made for
                dividends (Ordinary or extraordinary, whether cash, securities, or
                other
                property), or distributions or other rights for which the record
                date is
                prior to the date such share certificate is issued, except as provided
                in
                paragraph (13) below. Nothing in the Plan or in any Option agreement
                shall
                confer upon any employee any right to continue in the employ of the
                Company or any of its subsidiaries or interfere in any way with any
                right
                of the Company or any subsidiary to terminate the Optionee's employment
                at
                any time.

            


    

    


    
      	
              (11)  

            	
              No
                Fractional Shares. In no event shall the Company be required to issue
                fractional shares upon the exercise of an
                Option.

            


    

    


    
      	
              (12)  

            	
              Exercise
                in the Event of Death. In the event of the death of the Optionee, any
                Option or unexercised portion thereof granted to the Optionee, to
                the
                extent exercisable by him or her on the date of death, may be exercised
                by
                the Optionee's personal representatives, heirs, or legatees subject
                to the
                provisions of paragraph (4)
                above.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              (13)  

            	
              Recapitalization
                or Reorganization of the Company.  Except as otherwise provided
                herein, appropriate and proportionate adjustments shall be made (1)
                in the
                number and class of shares subject to the Plan, (2) to the Option
                rights
                granted under the Plan, and (3) in the exercise price of such Option
                rights, in the event that the number of shares of Common Stock of
                the
                Company are increased or decreased as a result of a stock dividend
                (but
                only on Common Stock), stock split, reverse stock split, recapitalization,
                reorganization, merger, consolidation, separation, or like change
                in the
                corporate or capital structure of the Company. In the event there
                shall be
                any other change in the number or kind of the outstanding shares
                of Common
                Stock of the Company, or any stock or other securities into which
                such
                common stock shall have been changed, or for which it shall have
                been
                exchanged, whether by reason of a complete liquidation of the Company
                or a
                merger, reorganization, or consolidation with any other corporation
                in
                which the Company is not the surviving corporation, or the Company
                becomes
                a wholly-owned subsidiary of another corporation, then if the Plan
                Administrator shall, in its sole discretion, determine that such
                change
                equitably requires an adjustment to shares of Common Stock currently
                subject to Options under the Plan, or to prices or terms of outstanding
                Options, such adjustment shall be made in accordance with such
                determination.

            


    

    


    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustment shall be made by the Plan Administrator, the
      determination of which in that respect shall be final, binding, and conclusive.
      No right to purchase fractional shares shall result from any adjustment of
      Options pursuant to this Section. In case of any such adjustment, the shares
      subject to the Option shall he rounded down to the nearest whole share. Notice
      of any adjustment shall be given by the Company to each Optionee whose Options
      shall have been so adjusted and such adjustment (whether or not notice is given)
      shall be effective and binding for all purposes of the Plan.

    


    In
      the
      event of a complete liquidation of the Company or a merger, reorganization,
      or
      consolidation of the Company with any other corporation in which the Company
      is
      not the surviving corporation, or the Company becomes a wholly-owned subsidiary
      of another corporation, any unexercised Options granted under the Plan shall
      be
      deemed cancelled unless the surviving corporation in any such merger,
      reorganization, or consolidation elects to assume the Options under the Plan
      or
      to issue substitute Options in place thereof; provided, however, that
      notwithstanding the foregoing, if such Options would be cancelled in accordance
      with the foregoing, the Optionee shall have the right exercisable during a
      ten-day period ending on the fifth day prior to such liquidation, merger, or
      consolidation to exercise such Option in whole or in part without regard to
      any
      installment exercise provisions in the Option agreement.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
              (14)  

            	
              Modification,
                Extension and Renewal of Options.  Subject to the terms and
                conditions and within the limitations of the Plan, the Plan Administrator
                may modify, extend or renew outstanding options granted under the
                Plan and
                accept the surrender of outstanding Options (to the extent not theretofore
                exercised).  The Plan Administrator shall not, however, without
                the approval of the Board, modify any outstanding Incentive Stock
                Option
                in any manner that would cause the Option not to qualify as an Incentive
                Stock Option within the meaning of Section 422 of the Code.
                Notwithstanding the foregoing, no modification of an Option shall,
                without
                the consent of the Optionee, alter or impair any rights of the Optionee
                under the Option.

            


    

    


    
      	
               

            	
              (15)

            	
              Other
                Provisions. Each Option may contain such other terms, provisions,
                and
                conditions not inconsistent with the Plan as may be determined by
                the Plan
                Administrator. 

            


    

    


    
      	
              8.  

            	
              TERMINATION
                OR AMENDMENT OF THE PLAN

            


    

    


    The
      Board
      may at any time terminate or amend the Plan; provided that, without approval
      of
      the holders of a majority of the shares of Common Stock of the Company
      represented and voting at a duly held meeting at which a quorum is present
      or
      the written consent of a majority of the outstanding shares of Common Stock,
      there shall be (except by operation of the provisions of sections (6) or (7)(13)
      above) no increase in the total number of shares covered by the Plan, no change
      in the class of persons eligible to receive options granted under the Plan,
      no
      reduction in the limits for determination of the minimum exercise price of
      Options granted under the Plan, and no extension of the limits for determination
      of the latest date upon which Options may be exercised; and provided further
      that, without the consent of the Optionee, no amendment may adversely affect
      any
      then outstanding Option or any unexercised portion thereof.

    


    
      	
              9.  

            	
              INDEMNIFICATION

            


    

    


    In
      addition to such other rights of indemnification as they may have as members
      of
      the Board Committee that administers the Plan, the members of the Plan
      Administrator shall be indemnified by the Company against reasonable expense,
      including attorney's fees, actually and necessarily incurred in connection
      with
      the defense of any action, suit or proceeding, or in connection with any appeal
      therein to which they, or any of them, may be a party by reason of any action
      taken or failure to act under or in connection with the Plan or any Option
      granted thereunder, and against any and all amounts paid by them in settlement
      thereof (provided such settlement is approved by independent legal counsel
      selected by the Company).  In addition, such members shall be
      indemnified by the Company for any amount paid by them in satisfaction of a
      judgment in any action, suit, or proceeding, except in relation to matters
      as to
      which it shall have been adjudged that such member is liable for negligence
      or
      misconduct in the performance of his or her duties, provided however that within
      sixty (60) days after institution of any such action, suit, or proceeding,
      the
      member shall in writing offer the Company the opportunity, at its own expense,
      to handle and defend the same.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
              10.  

            	
              EFFECTIVE
                DATE AND TERM OF THE PLAN

            


    

    


    This
      Plan
      shall become effective on the date of adoption by the Company’s Board of
      Directors. Unless sooner terminated by the Board in its sole discretion, this
      Plan will expire five calendar years from the date of its adoption.

    


    
      	
              11.  

            	
              MISCELLANEOUS

            


    

    


    Any
      dispute arising out of this Plan or any provision hereof, or of any agreement
      issued or executed under the Plan shall be resolved by the Plan Administrator,
      and the decision of the Plan Administrator shall be final and binding upon
      all
      parties.

    


    IN
      WITNESS WHEREOF, the
      Company by its duly authorized officer, has caused this Plan to be executed
      as
      of the _____ day of October, 2007.

     

    World
      Series of Golf, Inc.

     


    
      	 	/s/
              Terry
              Leiweke 
	
              By:

            	
              R.Terry
                Leiweke 

            


    

    
      	
              Its:

            	
              President
                and CEO