NITRO
PETROLEUM INCORPORATED




2010
STOCK INCENTIVE PLAN




ARTICLE
I




PURPOSE




Section
1.1  Purpose.  This
Stock Incentive Plan is established by Nitro Petroleum Incorporated (the
“Company”) to create incentives which are designed to motivate Participants to
put forth maximum effort toward the success and growth of the Company and to
enable the Company to attract and retain experienced individuals who by their
position, ability and diligence are able to make important contributions to the
Company’s success.  Toward these objectives, the Plan provides for the
granting of Options, Restricted Stock Awards and Bonus Shares to Participants on
the terms and subject to the conditions set forth in the Plan.




Section
1.2  Establishment.  The
Plan is effective as of July 30, 2010 and for a period of 10 years from such
date.  The Plan will terminate on July 30, 2020, however, it will
continue in effect until all matters relating to the payment of Awards and
administration of the Plan have been settled.




Section
1.3  Shares Subject to the
Plan.  Subject to Articles IV, IX and XI of this Plan, shares
of stock covered by Options, Bonus Shares or Restricted Stock Awards shall
consist of 17,500,000 shares of Common Stock.




ARTICLE
II




DEFINITIONS




Section
2.1  “Affiliated
Entity” means any partnership or limited liability company, a majority of the
partnership or other similar interest thereof is owned or controlled, directly
or indirectly, by the Company or one or more of its Subsidiaries or Affiliated
Entities or a combination thereof.  For purposes hereof, the Company,
a Subsidiary or an Affiliate Entity shall be deemed to have a majority ownership
interest in a partnership or limited liability company if the Company, such
Subsidiary or Affiliated Entity shall be allocated a majority of partnership or
limited liability company gains or losses or shall be or control the managing
director or a general partner of such partnership or limited liability
company.




Section
2.2  “Award”
means, individually or collectively, any Option, Restricted Stock or Bonus
Shares Award granted under the Plan to a Participant by the Committee pursuant
to such terms, conditions, restrictions, and/or limitations, if any, as the
Committee may establish by the Award Agreement or otherwise.




Section
2.3  “Award
Agreement” means any written instrument that establishes the terms, conditions,
restrictions, and/or limitations applicable to an Award in addition to those
established by this Plan and by the Committee’s exercise of its administrative
powers.




Section
2.4  “Board”
means the Board of Directors of the Company.




Section
2.5  “Bonus
Shares” shall mean any Award granted pursuant to Article VIII of the
Plan.




Section
2.6  “Code”
means the Internal Revenue Code of 1986, as amended.  Reference to the
Plan to any Section of the Code shall be deemed to include any amendments or
successor provisions to such Section and any regulations under such
Section.




Section
2.7  “Committee”
means the Compensation Committee of the Board, or such other committee
designated by the Board, authorized to administer the Plan under Article III
hereof consisting of not less than two members of the Board.  If the
Board has not established a committee designated to administer the Plan under
Article III hereof, “Committee” shall mean the entire Board.




Section
2.8  “Common
Stock” means the common stock, par value $0.001 per share, of the Company, and
after substitution, such other stock as shall be substituted therefor as
provided in Article IX.




Section
2.9  “Consultant”
means any person who is engaged by the Company, a Subsidiary or an Affiliated
Entity to render consulting or advisory services.




Section
2.10  “Date of
Grant” means the date on which the granting of an Award is authorized by the
Committee or such later date as may be specified by the Committee in such
authorization.




Section
2.11  “Disability”
shall have the meaning set forth in Section 22(e)(3) of the Code.




Section
2.12  “Director”
means any person who is a member of the Board.




Section
2.13  “Eligible
Employee” means any employee of the Company, a Subsidiary or an Affiliated
Entity.




Section
2.14  “Fair
Market Value” means (A) during such time as the Common Stock is listed upon (i)
any stock exchange, (ii) the Nasdaq/National Market, or (iii) the OTC Bulletin
Board, (collectively, the “Approved Markets” and each, individually an “Approved
Market”) the closing price of the Common Stock on such Approved Market on the
day for which such value is to be determined, or if no sale of the Common Stock
shall have been made on any such Approved Market that day, on the next preceding
day on which there was a sale of such Common Stock or (B) during any such time
as the Common Stock is not listed upon an Approved Market, the mean between
dealer “bid” and “ask” prices of the Common Stock in the market on which the
Common Stock is traded on the day for which such value is to be determined, as
reported by the National Association of Securities Dealers, Inc. or (C) during
any such time as the Common Stock cannot be valued pursuant to (A) or (B) above,
the fair market value shall be as determined by the Board considering all
relevant information including, by example and not by limitation, the services
of an independent appraiser.




Section
2.15  “Incentive
Stock Option” means an Option within the meaning of Section 422 of the
Code.




Section
2.16  “Nonqualified
Stock Option” means an Option which is not an Incentive Stock
Option.




Section
2.17  “Option”
means an Award granted under Article VI of the Plan and includes both
Non-qualified Options and Incentive Stock Options to purchase shares of Common
Stock.




Section
2.18  “Participant
means a Director, Consultant or an Eligible Employee to whom an Award has been
granted by the Committee under the Plan.




Section
2.19  “Plan”
means Nitro Petroleum Incorporated 2010 Stock Incentive Plan.




Section
2.20  “Restricted
Stock Award” means an Award granted under Article VII of the Plan.




Section
2.21  “Subsidiary”
shall have the same meaning set forth in Section 424 of the Code.




ARTICLE
III




ADMINISTRATION




Section
3.1  Administration by
Committee.  The Committee shall administer the
Plan.  Unless otherwise provided in the by-laws of the Company or the
resolutions adopted from time to time by the Board establishing the Committee,
the Board may from time to time remove members from, or add members to, the
Committee.  Vacancies on the Committee, however caused, shall be
filled by the Board.  The Committee shall hold meetings at such times
and places as it may determine.  A majority of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present or acts reduced to or approved in writing
by a majority of the members of the Committee shall be the valid acts of the
Committee.




Subject
to the provisions of the Plan and approval by the Board, the Committee shall
have exclusive power to:




(a)Select the Participants to be granted
Awards.




(b)Determine the time or times when Awards
will be made.




(c)Determine the form of an Award, whether
an Option, a Restricted Stock or a Bonus Shares Award, the number of shares of
Common Stock subject to the Award, all the terms, conditions (including
performance requirements), restrictions and/or limitations, if any, of an Award,
including the time and conditions of exercise or vesting, and the terms of any
Award Agreement, which may include the waiver or amendment of prior terms and
conditions or acceleration or early vesting or payment of an Award under certain
circumstances determined by the Committee.




(d)Determine whether Awards will be
granted singly or in combination.




(e)Accelerate the vesting of an Award or
the performance period of an Award when such action or actions would be in the
best interest of the Company.




(f)Take any and all other action it deems
necessary or advisable for the proper operation or administration of the
Plan.




Section
3.2  Committee to Make Rules and
Interpret Plan.  Subject to the approval by the Board, the
Committee in its sole discretion shall have the authority, subject to the
provisions of the Plan, to establish, adopt, or revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the
Plan.  Subject to approval by the Board, the Committee’s
interpretation of the Plan or any Awards granted pursuant thereto and all
decisions and determinations by the Committee with respect to the Plan shall be
final, binding, and conclusive on all parties.




ARTICLE
IV




GRANT
OF AWARDS




Section
4.1  Committee to Grant
Awards.  The Committee may, from time to time, grant Awards to
one or more Participants, provided, however, that:




(a)  Any
shares of Common Stock related to Awards which terminate by expiration,
forfeiture, cancellation or otherwise without the issuance of shares of Common
Stock shall be available again for grant under the Plan.




(b)  Common
Stock delivered by the Company in payment of any Award under the Plan may be
authorized and unissued Common Stock or Common Stock held in the treasury of the
Company or may be purchased on the open market or by private
purchase.




(c)  The
Committee shall, in its sole discretion, determine the manner in which
fractional shares arising under this Plan shall be treated.




(d)  Separate
certificates representing Common Stock to be delivered to a Participant upon the
exercise of any Option will be issued to such Participant.




ARTICLE
V




ELIGIBILITY




Subject
to the provisions of the Plan, the Committee shall, from time to time, select
from the Directors, Consultants and Eligible Employees those to whom Awards
shall be granted and shall determine the type or types of Awards to be made and
shall establish in the related Award Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Awards in addition to
those set forth in the Plan and the administrative rules and regulations issued
by the Committee.




ARTICLE
VI




STOCK
OPTIONS




Section
6.1  Grant of
Options.  The Committee may, from time to time, subject to the
provisions of the Plan and such other terms and conditions as it may determine,
grant Options to Participants.  These Options may be Incentive Stock
Options or Nonqualified Stock Options, or a combination of both; provided,
however, that the Committee may not grant Incentive Stock Options under the Plan
until and unless the Plan is approved by the Company’s
shareholders.  Each grant of an Option shall be evidenced by an Award
Agreement executed by the Company and the Participant, and shall contain such
terms and conditions and be in such form as the Committee may from time to time
approve, subject to the requirements of Section 6.2.




Section
6.2  Conditions of
Options.  Each Option so granted shall be subject to the
following conditions:




(a)  Exercise
Price.  Each Option shall state the exercise price which shall
be set by the Committee at the Date of Grant; provided, however, no Option shall
be granted at an exercise price which is less than the Fair Market Value of the
Common Stock on the Date of Grant.




(b)  Form of
Payment.  The exercise price of an Option may be paid (i) in
cash or by check, bank draft or money order payable to the order of the Company;
(ii) by delivering shares of Common Stock or other equity securities of the
Company having a Fair Market Value on the date of payment equal to the amount of
the exercise price; (iii) by directing the Company to withhold from the shares
of Common Stock to be delivered to the Participant upon exercise of the Option
shares of Common Stock having a Fair Market Value on the date of payment equal
to the amount of the exercise price; or (iv) a combination of the
foregoing.




(c)  Exercise of
Options.  Options granted under the Plan shall be exercisable,
in whole or in such installments and at such times, and shall expire at such
time, as shall be provided by the Committee in the Award
Agreement.  Exercise of an Option shall be by written notice stating
the election to exercise in the form and manner determined by the
Committee.  Every share of Common Stock acquired through the exercise
of an Option shall be deemed to be fully paid at the time of exercise and
payment of the exercise price.




(d)  Other Terms and
Conditions.  Among other conditions that may be imposed by the
Committee, if deemed appropriate, are those relating to (i) the period or
periods and the conditions of exercisability of any Option; (ii) the minimum
periods during which Participants must be employed by the Company, its
Subsidiaries or an Affiliated Entity, or must hold Options before they may be
exercised; (iii) the minimum periods during which shares acquired upon exercise
must be held before sale or transfer shall be permitted; (iv) conditions under
which such Options or shares may be subject to forfeiture; (v) the frequency of
exercise or the minimum or maximum number of shares that may be acquired at any
one time and (vi) the achievement by the Company of specified performance
criteria.




(e)  Special Restrictions Relating to
Incentive Stock Options.  Options may not be issued in the form
of Incentive Stock Options unless and until such time the Plan is approved by
the Company’s shareholders.  Options issued in the form of Incentive
Stock Options shall not be granted to Directors who are not also Eligible
Employees of the Company or a Subsidiary and shall, in addition to being subject
to all applicable terms, conditions, restrictions and/or limitations established
by the Committee, comply with the requirements of Section 422 of the Code (or
any successor Section thereto), including, without limitation, the requirement
that the exercise price of an Incentive Stock Option not be less than 100% of
the Fair Market Value of the Common Stock on the Date of Grant, the requirement
that each Incentive Stock Option, unless sooner exercised, terminated or
cancelled, expire no later than 10 years from its Date of Grant, and the
requirement that the aggregate Fair Market Value (determined on the Date of
Grant) of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year (under
this Plan or any other plan of the Company, its parent or any Subsidiary) not
exceed $100,000.  Incentive Stock Options which are in excess of the
applicable $100,000 limitation will be automatically recharacterized as
Nonqualified Stock Options as provided under Section 6.3 of this
Plan.  No Incentive Stock Options shall be granted to any Eligible
Employee if, immediately before the grant of an Incentive Stock Option, such
Eligible Employee owns more than 10% of the total combined voting power of all
classes of stock of the Company or its Subsidiaries (as determined in accordance
with the stock attribution rules contained in Sections 422 and 424(d) of the
Code).  Provided, the preceding sentence shall not apply if, at the
time the Incentive Stock Option is granted, the exercise price is at least 110%
of the Fair Market Value of the Common Stock subject to the Incentive Stock
Option, and such Incentive Stock Option by its terms is exercisable no more than
five years from the date such Incentive Stock Option is granted.




(f)  Application of
Funds.  The proceeds received by the Company from the sale of
Common Stock pursuant to Options will be used for general corporate
purposes.




(g)  Shareholder
Rights.  No Participant shall have a right as a shareholder
with respect to any share of Common Stock subject to an Option prior to purchase
of such shares of Common Stock by exercise of the Option.




Section
6.3  Options Not Qualifying as Incentive
Stock Options.  With respect to all or any portion of any
Option granted under this Plan not qualifying as an “incentive stock option”
under Section 422 of the Code, such Option shall be considered as a Nonqualified
Stock Option granted under this Plan for all purposes.  Further, this
Plan and any Incentive Stock Options granted hereunder shall be deemed to have
incorporated by reference all the provisions and requirements of Section 422 of
the Code (and the Treasury Regulations issued thereunder) which are required to
provide that all Incentive Stock Options granted hereunder shall be “incentive
stock options” described in Section 422 of the Code.  Further, in the
event that the Committee grants Incentive Stock Options under this Plan to a
Participant, and, in the event that the applicable limitation contained in
Section 6.2(e) herein is exceeded, then, such Incentive Stock Options in excess
of such limitation shall be treated as Nonqualified Stock Options under this
Plan subject to the terms and provisions of the applicable Award Agreement,
except to the extent modified to reflect recharacterization of the Incentive
Stock Options as Nonqualified Stock Options.




ARTICLE
VII




RESTRICTED
STOCK AWARDS




Section
7.1  Grant of Restricted Stock
Awards.  The Committee may, from time to time, subject to the
provisions of the Plan and such other terms and conditions as it may determine,
grant a Restricted Stock Award to any Participant.  Restricted Stock
Awards shall be awarded in such number and at such times during the term of the
Plan as the Committee shall determine.  Each Restricted Stock Award
may be evidenced in such manner as the Committee deems appropriate, including,
without limitation, a book-entry registration or issuance of a stock certificate
or certificates, and by an Award Agreement setting forth the terms of such
Restricted Stock Award.




Section
7.2  Conditions of Restricted Stock
Awards.  The grant of a Restricted Stock Award shall be subject
to the following:




(a)  Restriction
Period.  In addition to any vesting conditions determined by
the Committee, including, but not by way of limitation, the achievement by the
Company of specified performance criteria, vesting of each Restricted Stock
Award shall require the holder to remain a Director of the Company or in the
employment of the Company, a Subsidiary or an Affiliated Entity for a prescribed
period (the “Restriction Period”).  The Committee shall determine the
Restriction Period or Periods which shall apply to the shares of Common Stock
covered by each Restricted Stock Award or portion thereof.  At the end
of the Restriction Period, assuming the fulfillment of such other specified
vesting conditions, the restrictions imposed by the Committee shall lapse with
respect to the shares of Common Stock covered by the Restricted Stock Award or
portion thereof.  The Committee may, in its sole discretion, modify or
accelerate the vesting of a Restricted Stock Award under such circumstances as
it deems appropriate.




(b)  Restrictions.  The
holder of a Restricted Stock Award may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of the shares of Common Stock represented by
the Restricted Stock Award during the applicable Restriction
Period.  The Committee shall impose such other restrictions and
conditions on any shares of Common Stock covered by a Restricted Stock Award as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing shares of Common Stock subject to the Restricted Stock Award to
give appropriate notice of such restrictions.




(c)  Rights
as Shareholders.During
any Restriction Period, the Committee may, in its discretion, grant to the
holder of a Restricted Stock Award all or any of the rights of a stockholder
with respect to the shares, including, but not by way of limitation, the right
to vote such shares and to receive dividends.  If any dividends or
other distributions are paid in shares of Common Stock, all such shares shall be
subject to the same restrictions on transferability as the shares of Restricted
Stock with respect to which they were paid.




ARTICLE
VIII




The
Committee shall have the authority, in its discretion, to grant Bonus Shares to
Participants.  Each Bonus Share shall constitute a transfer of an
unrestricted Share to the Participant, without other payment therefor, as
additional compensation for the Participant’s services to the
Company.




ARTICLE
IX




STOCK
ADJUSTMENTS




In the
event that the shares of Common Stock, as presently constituted, shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, stock split,
combination of shares or otherwise), or if the number of such shares of Common
Stock shall be increased through the payment of a stock dividend, or a dividend
on the shares of Common Stock or rights or warrants to purchase securities of
the Company shall be made, then there shall be substituted for or added to each
share available under and subject to the Plan as provided in Section 1.3 hereof,
and each share theretofore appropriated or thereafter subject or which may
become subject to Options, Restricted Stock or Bonus Shares Awards under the
Plan, the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged or to which each such share shall be entitled, as the
case may be, on a fair and equivalent basis in accordance with the applicable
provisions of Section 424 of the Code; provided, however, with respect to
Options, in no such event will such adjustment result in a modification of any
Option as defined in Section 424(h) of the Code.  In the event there
shall be any other change in the number or kind of the outstanding shares of
Common Stock, or any stock or other securities into which the Common Stock shall
have been changed or for which it shall have been exchanged, then if the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment in the shares available under and subject to the Plan, or
in any Award theretofore granted or which may be granted under the Plan, such
adjustments shall be made in accordance with such determination, except that no
adjustment of the number of shares of Common Stock available under the Plan or
to which any Award relates that would otherwise be required shall be made unless
and until such adjustment either by itself or with other adjustments not
previously made would require an increase or decrease of at least 1% in the
number of shares of Common Stock available under the Plan or to which any Award
relates immediately prior to the making of such adjustment (the “Minimum
Adjustment”).  Any adjustment representing a change of less than such
minimum amount shall be carried forward and made as soon as such adjustment
together with other adjustments required by this Article IX and not previously
made would result in a Minimum Adjustment.  Notwithstanding the
foregoing, any adjustment required by this Article IX which otherwise would not
result in a Minimum Adjustment shall be made with respect to shares of Common
Stock relating to any Award immediately prior to exercise, payment or settlement
of such Award.




No
fractional shares of Common Stock or units of other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to the nearest
whole share.




ARTICLE
X




GENERAL




Section
10.1  Amendment or Termination of
Plan.  The Board may suspend or terminate the Plan at any
time.  In addition, the Board may, from time to time, amend the Plan
in any manner; provided, that any amendment to the Plan shall require approval
of the shareholders if, in the opinion of counsel to the Company, such approval
is required by any Federal or state law or any regulations or rules promulgated
thereunder.




Section
10.2  Acceleration of Otherwise
Unexercisable Options on Death, Disability or Other Special
Circumstances.  The Committee, in its sole discretion, may
permit (i) a Participant who terminates employment due to a Disability, (ii) the
personal representative of a deceased Participant, or (iii) any other
Participant who terminates employment upon the occurrence of special
circumstances (as determined by the Committee) to purchase all or any part of
the shares subject to any unvested Option on the date of the Participant’s
Disability, death, or as the Committee otherwise so determines.  With
respect to Options which have already vested at the date of such termination or
the vesting of which is accelerated by the Committee in accordance with the
foregoing provision, the Participant or the personal representative of a
deceased Participant shall automatically have the right to exercise such vested
Options within three months of such date of termination of employment or one
year in the case of a Participant suffering a Disability or three years in the
case of a deceased Participant, and any Options which the Participant or the
personal representative of a deceased Participant which have not been exercised
within the applicable period shall be forfeited.




Section
10.3  Limited
Transferability.  The Committee may, in its discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted under
this Plan to be on terms which permit transfer by the Participant to (i) the
ex-spouse of the Participant pursuant to the terms of a domestic relations
order, (ii) the spouse, children or grandchildren of the Participant (“Immediate
Family Members”), (iii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, or (iv) a partnership in which such Immediate Family
Members are the only partners.  In addition (x) there may be no
consideration for any such transfer, (y) the Award Agreement pursuant to which
such Nonqualified Stock Options are granted must be approved by the Committee,
and must expressly provide for transferability in a manner consistent with this
paragraph, and (z) subsequent transfers of transferred Nonqualified Stock
Options shall be prohibited except as set forth below in this Section
10.3.  Following transfer, any such Nonqualified Stock Options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 10.2 hereof
the term “Participant” shall be deemed to refer to the
transferee.  The events of termination of employment of Section 10.2
hereof shall continue to be applied with respect to the original Participant,
following which the Options shall be exercisable by the transferee only to the
extent, and for the periods specified in Section 10.2 hereof.  No
transfer pursuant to this paragraph 10.3 shall be effective to bind the Company
unless the Company shall have been furnished with written notice of such
transfer together with such other documents regarding the transfer as the
Committee shall request.  In addition, Options shall be transferable
by will or the laws of descent and distribution; however, no such transfer of an
Option by the Participant shall be effective to bind the Company unless the
Company shall have been furnished with written notice of such transfer and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee of the terms and conditions of such Option.




Section
10.4  Withholding
Taxes.  A Participant may pay the amount of taxes required by
law upon the exercise or payment of an Award (i) in cash, (ii) by delivering to
the Company shares of Common Stock having a Fair Market Value on the date of
payment equal to the amount of such required withholding taxes, or (iii) by
directing the Company to withhold from the shares of Common Stock to be
delivered to the Participant upon exercise or payment of the Award shares of
Common Stock having a Fair Market Value on the date of payment equal to the
amount of such required withholding taxes.




Section
10.5  Amendments to
Awards.  The Committee may at any time unilaterally amend the
terms of any Award Agreement, whether or not presently exercisable, earned, paid
or vested, to the extent it deems appropriate, including by example and not by
limitation, the acceleration of vesting of Awards; provided, however, that any
such amendment which is adverse to the Participant’s vested interest in an Award
shall require the Participant’s consent.




Section
10.6  Securities
Laws.  The Company shall have no obligation to issue or deliver
certificates representing shares of Common Stock subject to Awards prior
to:




(a)  the
obtaining of any approval from, or satisfaction of any waiting period or other
condition imposed by, any governmental agency which the Committee shall, in its
sole discretion, determine to be necessary or advisable; and




(b)  the
completion of any registration or other qualification of such shares under any
state or Federal law or ruling of any governmental body which the Committee
shall, in its sole discretion, determine to be necessary or
advisable.




Section
10.7  Right to Continued
Employment.  Participation in the Plan shall not give any
Director any right to remain a Director of the Company or any Eligible Employee
any right to remain in the employ of the Company, any Subsidiary or any
Affiliated Entity.  The adoption of this Plan shall not be deemed to
give any Director, Eligible Employee or any other individual any right to be
selected as a Participant or to be granted an Award.




Section
10.8  Reliance on
Reports.  Each member of the Committee and each member of the
Board shall be fully justified in relying or acting in good faith upon any
report made by the independent public accountants of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.  In no event shall
any person who is or shall have been a member of the Committee or of the Board
be liable for any determination made or other action taken or any omission to
act in reliance upon any such report or information or for any action taken,
including the furnishing of information, or failure to act, if in good
faith.




Section
10.9  Construction.  Masculine
pronouns and other words of masculine gender shall refer to both men and
women.  The titles and headings of the sections in the Plan are for
the convenience of reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.




Section
10.10  Governing Law.  The
Plan shall be governed by and construed in accordance with the laws of the State
of Oklahoma except as superseded by applicable Federal law.




ARTICLE
XI




ACCELERATION
OF OPTIONS UPON CORPORATE EVENT




If the
Company shall, pursuant to action by the Board, at any time propose to dissolve
or liquidate or merge into, consolidate with, or sell or otherwise transfer all
or substantially all of its assets to another corporation and provision is not
made pursuant to the terms of such transaction for the assumption by the
surviving, resulting or acquiring corporation of outstanding Options under the
Plan, or for the substitution of new options therefor, the Committee shall cause
written notice of the proposed transaction to be given to each Participant no
less than forty days prior to the anticipated effective date of the proposed
transaction, and his Option shall become 100% vested and, prior to a date
specified in such notice, which shall be not more than ten days prior to the
anticipated effective date of the proposed transaction, each Participant shall
have the right to exercise his Option to purchase any or all of the Common Stock
then subject to such Option.  Each Participant, by so notifying the
Company in writing, may, in exercising his Option, condition such exercise upon,
and provide that such exercise shall become effective at the time of, but
immediately prior to, the consummation of the transaction, in which event such
Participant need not make payment for the Common Stock to be purchased upon
exercise of such Option until five days after written notice by the Company to
such Participant that the transaction has been consummated.  If the
transaction is consummated, each Option, to the extent not previously exercised
prior to the date specified in the foregoing notice, shall terminate on the
effective date of such consummation.  If the transaction is abandoned,
(i) any Common Stock not purchased upon exercise of such Option shall continue
to be available for purchase in accordance with the other provisions of the Plan
and (ii) to the extent that any Option not exercised prior to such abandonment
shall have vested solely by operation of this Article XI, such vesting shall be
deemed annulled, and the vesting schedule set forth in the Participant’s Option
Agreement shall be reinstituted, as of the date of such
abandonment.