Exhibit
10.1

    IRONWOOD
GOLD CORP.

    2010
Equity Incentive Plan

     

    
      	
              1.

            	
              Purpose
      of the Plan

            


    

     

    The
purpose of the Plan is to (i) aid the Company and its Subsidiaries and
Affiliates in attracting, securing, rewarding, and retaining employees of
outstanding ability, (ii) attract members to the Board, (iii) attract
consultants to provide services to the Company and its Subsidiaries and
Affiliates, as needed, and (iv) motivate such persons to exert their best
efforts on behalf of the Company and its Subsidiaries and Affiliates by
providing incentives through the granting of Awards.  The Company
expects that it will benefit from the added interest, which such persons will
have in the welfare of the Company as a result of their proprietary interest in
the Company’s success.

     

    
      	
              2.

            	
              Definitions

            


    

     

    The
following capitalized terms used in the Plan have the respective meanings set
forth in this Section:

     

    (a)           Act:  The
Securities Exchange Act of 1934, as amended, or any successor
thereto.

     

    (b)           Affiliate:  Any
entity (i) 20% or more of the voting equity of which is owned or controlled
directly or indirectly by the Company, or (ii) that had been a business,
division, or subsidiary of the Company, the equity of which has been distributed
to the Company’s stockholders, even if the Company thereafter owns less than 20%
of the voting equity.

     

    (c)           Award:  An
Option or Other Stock-Based Award granted pursuant to the Plan.

     

    (d)           Award
Agreement:  Any written agreement, contract, or other
instrument or document evidencing an Award.

     

    (e)           Beneficial Owner or
Beneficially Owned:  As such term is defined in Rule 13d-3
under the Act (or any successor rule thereto).

     

    (f)           Board:  The
board of directors of the Company.

     

    (g)           Change of
Control:  The occurrence of any of the following
events:

     

    (i)           any
Person becomes the Beneficial Owner, directly or indirectly, of more than forty
percent (40%) of the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting
Securities”) other than a Person who was such a Beneficial Owner prior to
the Effective Date; provided, however, that the following acquisitions shall not
constitute a Change of Control: (A) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (B) any acquisition by an entity pursuant to a
reorganization, merger, or consolidation, unless such reorganization, merger, or
consolidation constitutes a Change of Control under clause (ii) of this Section
2(g);

     

    (ii)           the
consummation of a reorganization, merger, or consolidation, unless following
such reorganization, merger, or consolidation sixty percent (60%) or more of the
combined voting power of the then-outstanding voting securities of the entity
resulting from such reorganization, merger, or consolidation entitled to vote
generally in the election of directors is then Beneficially Owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the Beneficial Owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such reorganization, merger, or
consolidation;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (iii)           the
(i) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company or (ii) sale or other disposition (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company and its Subsidiaries, unless the successor entity existing
immediately after such sale or disposition is then Beneficially Owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the Beneficial Owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such sale or disposition;

     

    (iv)           during
any period of twenty-four months (not including any period prior to the
Effective Date), individuals who at the beginning of such period constitute the
Board, and any new director (other than (A) a director nominated by a Person who
has entered into an agreement with the Company to effect a transaction described
in Sections
2(g)(i), (ii), or (iii) of the Plan,
(B) a director whose initial assumption of office occurs as a result of either
an actual or threatened election contest subject to Rule 14a-11 of Regulation
14A promulgated under the Act or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board, or (C) a
director designated by any Person who is the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or more of the
Outstanding Company Voting Securities other than a Person who was such a
Beneficial Owner prior to the Effective Date) whose election by the Board or
nomination for election by the Company’s stockholders was approved in advance 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 at least a majority thereof; or

     

    (v)           the
Board adopts a resolution to the effect that, for purposes hereof, a Change of
Control has occurred.

     

    Notwithstanding
the foregoing, the definition of Change of Control for any Award under the Plan
that consists of deferred compensation subject to Section 409A of the Code shall
be deemed modified to the extent necessary to comply with Section 409A of the
Code.

     

    (h)         
  Code:  The
Internal Revenue Code of 1986, as amended, or any successor
thereto.

     

    (i)         
  Committee:  The
Compensation Committee of the Board, or any successor thereto or other committee
designated by the Board to assume the obligations of the Committee hereunder, or
if no such committee shall be designated or in office, the Board.

     

    (j)         
   Company:  Ironwood
Gold Corp., a Nevada corporation.

     

    (k)         
  Covered
Employee:  An employee of the Company or its Subsidiaries who
may be deemed to be a covered employee within the meaning of Section 162(m) of
the Code.

     

    (l)         
  Disability:  Inability
to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
death, or can be expected to last for a continuous period of not less than 12
months.  The determination whether a Participant has suffered a
Disability shall be made by the Committee based upon such evidence as it deems
necessary and appropriate.  A Participant shall not be considered
disabled unless he or she furnishes such medical or other evidence of the
existence of the Disability as the Committee, in its sole discretion, may
require.

     

    
      
         


      

      
        Page 2 of
13

        
          

        

      

      
         


      

    

     

    (m)          Effective
Date:  The date on which the Plan takes effect, as defined
pursuant to Section
26 of the Plan.

     

    (n)           Fair Market
Value:  On a given date, the arithmetic mean of the high and
low prices of the Shares as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares are listed or
admitted to trading, or, if no Composite Tape exists for such national
securities exchange on such date, then on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing asked
price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are regularly
quoted), or, if there is no market on which the Shares are regularly quoted, the
Fair Market Value shall be the value established by the Committee in good
faith.  If no sale of Shares shall have been reported on such
Composite Tape or such national securities exchange on such date or quoted on
the National Association of Securities Dealers Automated Quotation System on
such date, then the immediately preceding date on which sales of the Shares have
been so reported or quoted shall be used.

     

    (o)           Other Stock-Based
Awards:  Awards granted pursuant to Section 8 of the
Plan.

     

    (p)           Option:  A
stock option granted pursuant to Section 7 of the
Plan.

     

    (q)           Option
Price:  The purchase price per Share of an Option, as
determined pursuant to Section 7(a) of the
Plan.

     

    (r)        
   Participant:  An
individual who is selected by the Committee to participate in the Plan pursuant
to Section 5 of
the Plan.

     

    (s)           
 Performance-Based
Awards:  Other Stock-Based Awards granted pursuant to Section 8(b) of the
Plan.

     

    (t)         
  Person:  As
such term is used for purposes of Section 13(d)(3) or 14(d)(2) of the Act (or
any successor section thereto).

     

    (u)           Plan:  Ironwood
Gold Corp. 2010 Equity Incentive Plan.

     

    (v)           Restricted
Stock:  Restricted stock granted pursuant to Section 8 of the
Plan.

     

    (w)           Restricted Stock
Unit:  A restricted stock unit representing a right to acquire
a fixed number of Shares at a future date, granted pursuant to Section 8 of the
Plan.

     

    (x)          
 Securities
Act:  The Securities Act of 1933, as amended, or any successor
thereto.

     

    (y)        
  Shares:  Shares
of common stock, par value $0.001 per Share, of the Company, as adjusted
pursuant to Section
9 of the Plan.

     

    (z)           
Subsidiary:  A
subsidiary corporation, as defined in Section 424(f) of the Code (or any
successor section thereto).

     

    
      
         


      

      
        Page 3 of
13

        
          

        

      

      
         


      

    


    (aa)           Termination of
Service:  A Participant’s termination of service with the
Company or its Subsidiaries and Affiliates.  A Termination of Service
of an employee of the Company or any Subsidiary shall not be deemed to have
occurred in the case of sick leave, military leave, or any other leave of
absence, in each case approved by the Committee or in the case of transfers
between locations of the Company or its Subsidiaries.  In the case of
“specified employees” (as described in Section 409A of the Code), distributions
may not be made before the date which is six months after the date of
Termination of Service (or, if earlier, the date of death of the
Participant).  A specified employee is a “key employee” as defined in
Section 416(i) of the Code without regard to Paragraph (5) thereof, but only if
the Company has any stock which is publicly traded on an established securities
market or otherwise.

     

    
      	
              3.

            	
              Shares
      Subject to the Plan

            


    

     

    The
maximum number of Shares with respect to which Awards of any and all types may
be granted during a calendar year to any Participant shall be limited, in the
aggregate, to the number of Shares equal to ten percent (10%) of the number of
outstanding Shares of the Company (subject to adjustment in accordance with the
provisions of Section
9 hereof).  In accordance with this Section 3, the number
of Shares available to grant for Awards will increase any time additional Shares
are issued as long as the Plan is in effect.  The Shares may consist,
in whole or in part, of authorized and unissued Shares or treasury Shares,
including Shares acquired by purchase in the open market or in private
transactions.  If any Awards are forfeited, cancelled, terminated,
exchanged, or surrendered or such Award is settled in cash or otherwise
terminates without a distribution of Shares to the Participant, any Shares
counted against the number of Shares reserved and available under the Plan with
respect to such Award shall, to the extent of any such forfeiture, settlement,
termination, cancellation, exchange or surrender, again be available for Awards
under the Plan.

     

    
      	
              4.

            	
              Administration

            


    

     

    (a)           The
Plan shall be administered by the Committee, which may delegate its duties and
powers in whole or in part to any subcommittee thereof.  If necessary
to satisfy the requirements of Section 162(m) of the Code and/or Rule 16b-3
promulgated under the Securities Exchange Act of 1934, the Committee shall
consist solely of at least two individuals who are each “non-employee directors”
within the meaning of Rule 16b-3 under the Act (or any successor rule thereto),
“outside directors” within the meaning of Section 162(m) of the Code (or any
successor section thereto) and satisfy all applicable independence requirements
set forth in any applicable stock exchange or market or quotation system in
which the Shares are then traded, listed or quoted.  Any action
permitted to be taken by the Committee may be taken by the Board, in its
discretion; provided, however, that, to the extent required by any stock
exchange or market or quotation system on which the Shares are traded, listed or
quoted, any Award approved by the Board shall also have been approved by a
majority of the Company’s independent directors (within the meaning of such
exchange or market or quotation system).  The Committee may also
delegate to a committee consisting of employees of the Company the authority to
authorize transfers, establish terms and conditions upon which transfers may be
made and establish classes of options eligible to transfer options, as well as
to make other determinations with respect to option transfers.

     

    (b)           The
Committee is authorized to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan, to make any other determinations
that it deems necessary or desirable for the administration of the Plan, and to
take the following actions, in each case subject to and consistent with the
provisions of the Plan:

     

    (i)        
   to select Participants to whom Awards may be
granted;

     

    (ii)           to
determine the type or types of Awards to be granted to each
Participant;

     

    
      
         


      

      
        Page 4 of
13

        
          

        

      

      
         


      

    


    (iii)           to
determine the type and number of Awards to be granted, the number of Shares to
which an Award may relate, the terms and conditions of any Award granted under
the Plan (including, but not limited to, any exercise price, grant price, or
purchase price, and any bases for adjusting such exercise, grant, or purchase
price, any restriction or condition, any schedule for lapse of restrictions or
conditions relating to transferability or forfeiture, exercisability or
settlement of an Award, and waiver or accelerations thereof, and waivers of
performance conditions relating to an Award, based in each case on such
considerations as the Committee shall determine), and all other matters to be
determined in connection with an Award;

     

    (iv)           to
determine whether, to what extent, and under what circumstances an Award may be
settled, or the exercise price of an Award may be paid, in cash, Shares, other
Awards, or other property, or an Award may be cancelled, forfeited, exchanged,
or surrendered;

     

    (v)        
   to prescribe the form of each Award Agreement, which need not
be identical for each Participant;

     

    (vi)           to
correct any defect or supply any omission or reconcile any inconsistency in the
Plan and to construe and interpret the Plan and any Award, rules and
regulations, Award Agreement, or other instrument hereunder, in each case, in
the manner and to the extent the Committee deems necessary or desirable;
and

     

    (vii)          to
make all other decisions and determinations as may be required under the terms
of the Plan or as the Committee may deem necessary or advisable for the
administration of the Plan.

     

    (c)           Any
decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive, and binding on all parties concerned (including, but not
limited to, Participants and their beneficiaries or
successors).  Determinations made by the Committee under the Plan need
not be uniform and may be made selectively among Participants, whether or not
such Participants are similarly situated.

     

    (d)           The
Committee shall require payment of any amount it may determine to be necessary
to withhold for federal, state, local, or other taxes as a result of the grant,
vesting, or the exercise of an Award.  With the approval of the
Committee, the Participant may elect to pay a portion or all of such withholding
taxes by (i) delivery of Shares or (ii) having Shares withheld by the Company
from any Shares that would have otherwise been received by the
Participant.  The number of Shares so delivered or withheld shall have
an aggregate Fair Market Value on the date of the grant, vesting or exercise of
an Award sufficient to satisfy the applicable withholding taxes.  In
addition, with the approval of the Committee, a Participant may satisfy any
additional tax that the Participant elects to have the Company withhold by
delivering to the Company or its designated representative Shares already owned
by the Participant.

     

    
      	
              5.

            	
              Eligibility

            


    

     

    Employees
of the Company and its Subsidiaries and Affiliates and members of the Board, who
are from time to time responsible for, or contribute to, the management, growth,
and protection of the business of the Company and its Affiliates, and
consultants to the Company and its Subsidiaries, are eligible to be granted
Awards under the Plan.  Participants shall be selected from time to
time by the Committee, in its sole discretion, from among those eligible, and
the Committee shall determine, in its sole discretion, the number of Shares to
be covered by the Awards granted to each Participant.  Notwithstanding
any provisions of the Plan to the contrary, an Award may be granted to an
employee or consultant, in connection with his or her hiring or retention prior
to the date the employee or consultant first performs services for the Company
or a Subsidiary; provided, however, that any such Award shall not become vested
prior to the date the employee or consultant first performs such
services.

     

    
      
         


      

      
        Page 5 of
13

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              Limitations

            


    

     

    No Award
may be granted under the Plan after the tenth anniversary of the Effective Date,
but Awards theretofore granted may extend beyond that date.

     

    
      	
              7.

            	
              Terms
      and Conditions of Options

            


    

     

    Options
granted under the Plan shall be, as determined by the Committee, non-qualified
or other stock options for federal income tax purposes, as evidenced by the
related Award Agreements, and shall be subject to the foregoing and the
following terms and conditions and to such other terms and conditions, not
inconsistent therewith, as the Committee shall determine:

     

    (a)           Option
Price.  The Option Price per Share shall be determined by the
Committee, but shall not be less than 100% of the Fair Market Value of the
Shares on the date an Option is granted.

     

    (b)           Exercisability.  Options
granted under the Plan shall be exercisable at such time and upon such terms and
conditions as may be determined by the Committee, but in no event shall an
Option be exercisable more than ten years after the date it is
granted.

     

    (c)           Exercise of
Options.  Except as otherwise provided in the Plan or in an
Award Agreement, an Option may be exercised for all, or from time to time any
part, of the Shares for which it is then exercisable.  For purposes of
Section 7 of
the Plan, the exercise date shall be the date the Company receives a written
notice of exercise in accordance with the terms of the Award Agreement and full
payment for the Shares with respect to which the Option is exercised, together
with (i) any other agreements required by the terms of the Plan and/or Award
Agreement or as required by the Committee, and (ii) payment by the Participant
of all payroll, withholding or income taxes incurred in connection with such
Option exercise (or arrangements for the collection or payment of such tax
satisfactory to the Committee are made).  The purchase price for the
Shares as to which an Option is exercised shall be paid to the Company in full
at the time of exercise at the election of the Participant (A) in cash, (B) in
Shares having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased and satisfying such other requirements as may be imposed
by the Committee; provided, that, such Shares have been held by the Participant
for no less than six months, (C) partly in cash and partly in such Shares, (D)
through the delivery of irrevocable instructions to a broker to deliver promptly
to the Company an amount equal to the aggregate Option Price for the Shares
being purchased, or (E) through such other means as shall be prescribed in the
Award Agreement.

     

    (d)           Exercisability Upon
Termination of Service by Death or Disability.  Upon a
Termination of Service by reason of death or Disability, the Option may be
exercised within 180 days (or such other period of time not exceeding one year
as is determined by the Committee at the time of granting the Option) following
the date of death or Termination of Service due to Disability (subject to any
earlier termination of the Option as provided by its terms), by the Participant
(or in the event the Participant is legally incompetent, by his legal
representative or guardian) in the case of Disability, or in the case of death,
by the Participant’s estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but in any case only to the extent the
Participant was entitled to exercise the Option on the date of his or her
Termination of Service by death or Disability.  To the extent that he
or she was not entitled to exercise such Option at the date of his or her
Termination of Service by death or Disability, or if he or she doe not exercise
such Option (which he or she was entitled to exercise) within the time specified
herein, the Option shall terminate.  Notwithstanding anything to the
contrary herein, the Committee may at any time and from time to time prior to
the termination of an Option, with the consent of the Participant, extend the
period of time during which the Participant may exercise his or her Option
following the date of Termination of Service due to death or Disability;
provided, however, that the maximum period of time during which an Option shall
be exercisable following the date of Termination of Service due to death or
Disability shall not exceed the original term of such Option as set forth in the
Award Agreement and that notwithstanding any extension of time during which an
Option may be exercised, such Option, unless otherwise amended by the Committee,
shall only be exercisable to the extent the Participant was entitled to exercise
the Option on the date of Termination of Service due to death or
Disability.  Any such extension shall be designed to conform to the
requirements of Section 409A of the Code so as to avoid the imposition of the
additional income tax.

     

    
      
         


      

      
        Page 6 of
13

        
          

        

      

      
         


      

    

     

    (e)           Effect of Other Termination
of Service.  Upon a Termination of Service for any reason
(other than death or Disability), an unexercised Option may thereafter be
exercised during the period ending 90 days after the date of such Termination of
Service, but only to the extent to which such Option was vested and exercisable
at the time of such Termination of Service and the Participant’s unvested and/or
unexercisable Options shall be forfeited.  Notwithstanding the
foregoing, the Committee may, in its sole discretion, either by prior written
agreement with the Participant or upon the occurrence of a Termination of
Service, accelerate the vesting of unvested Options held by a Participant if
such Participant’s Termination of Service is without “cause” (as such term is
defined by the Committee in its sole discretion) by the Company.

     

    (f)           Nontransferability of Stock
Options.  Except as otherwise provided in this Section 7(f), an
Option shall not be transferable by the Participant otherwise than by will or by
the laws of descent and distribution, and during the lifetime of a Participant
an Option shall be exercisable only by the Participant.  An Option
exercisable after the death of a Participant or a transferee pursuant to the
following sentence may be exercised by the legatees, personal representatives,
or distributees of the Participant or such transferee.  The Committee
may, in its discretion, authorize all or a portion of the Options previously
granted or to be granted to a Participant to be on terms which permit
irrevocable transfer for no consideration by such Participant to any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, of the Participant, any trust in which these persons have more
than 50% of the beneficial interest, any foundation in which these persons (or
the Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than 50% of the voting interests
(“Eligible Transferees”), provided that (i) the Award Agreement pursuant to
which such options are granted must be approved by the Committee, and must
expressly provide for transferability in a manner consistent with this Section 7(f) and (ii)
subsequent transfers of transferred Options shall be prohibited except those in
accordance with the first sentence of this Section
7(f).  The Committee may, in its discretion, amend the
definition of Eligible Transferees to conform to the coverage rules of Form S-8
under the Securities Act (or any comparable or successor registration statement)
from time to time in effect.  Following transfer, any such Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer.  The events of Termination of Service
of Sections
7(d) and 7(e) 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 Sections 7(d) and 7(e).

     

    
      	
              8.

            	
              Other
      Stock-Based Awards

            


    

     

    (a)           Generally.  The
Committee, in its sole discretion, may grant Awards of unrestricted Shares,
Restricted Stock, Restricted Stock Units, and other Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares (collectively, “Other Stock-Based Awards”).  Such
Other Stock-Based Awards shall be in such form, and dependent on such
conditions, as the Committee shall determine, including, without limitation, the
right to receive one or more Shares (or the equivalent cash value of such
Shares) upon the completion of a specified period of service, the occurrence of
an event and/or the attainment of performance objectives.  Other
Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan.  Subject to the provisions of the Plan, the
Committee shall determine (i) to whom and when Other Stock-Based Awards will be
made, (ii) the number of Shares to be awarded under (or otherwise related to)
such Other Stock-Based Awards, (iii) whether such Other Stock-Based Awards shall
be settled in cash, Shares or a combination of cash and Shares, and (iv) all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof).

     

    
      
         


      

      
        Page 7 of
13

        
          

        

      

      
         


      

    

     

    (b)           Performance-Based
Awards.  Notwithstanding anything to the contrary herein,
certain Other Stock-Based Awards granted under this Section 8 may be
granted to Covered Employees in a manner that will enable the Company to deduct
any amount paid by the Company under Section 162(m) of the Code (or any
successor section thereto) (“Performance-Based Awards”).  A Covered
Employee’s Performance-Based Award shall be determined based on the attainment
of one or more pre-established, objective performance goals established in
writing by the Committee, for a performance period established by the Committee,
(i) at a time when the outcome for that performance period is substantially
uncertain and (ii) not later than 90 days after the commencement of the
performance period to which the performance goal relates, but in no event after
25% of the relevant performance period has elapsed.  The performance
goals shall be based upon one or more of the following criteria: (i) earnings
before or after taxes (including earnings before interest, taxes, depreciation
and amortization); (ii) net income; (iii) operating income; (iv) earnings per
Share; (v) book value per Share; (vi) return on stockholders’ equity; (vii)
expense management; (viii) return on investment before or after the cost of
capital; (ix) improvements in capital structure; (x) profitability of an
identifiable business unit or product; (xi) maintenance or improvement of profit
margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv)
costs; (xvi) cash flow; (xvii) working capital; (xviii) changes in net assets
(whether or not multiplied by a constant percentage intended to represent the
cost of capital); and (xix) return on assets.  The foregoing criteria
may relate to the Company, one or more of its Affiliates, Subsidiaries, or one
or more of its divisions, units, minority investments, partnerships, joint
ventures, product lines or products, or any combination of the foregoing, and
may be applied on an absolute basis and/or be relative to one or more peer group
companies or indices, or any combination thereof, all as the Committee shall
determine.  In addition, to the degree consistent with Section 162(m)
of the Code (or any successor section thereto), the performance goals may be
calculated without regard to extraordinary items or accounting
changes.  The maximum amount of a Performance-Based Award to any
Covered Employee with respect to a fiscal year of the Company shall be
$1,000,000.  The Committee shall determine whether, with respect to a
performance period, the applicable performance goals have been met with respect
to a given Covered Employee and, if they have, to so certify and ascertain the
amount of the applicable Performance-Based Award.  No
Performance-Based Awards will be paid for such performance period until such
certification is made by the Committee.  The amount of the
Performance-Based Award actually paid to a given Covered Employee may be less
than the amount determined by the applicable performance goal formula, at the
discretion of the Committee.  The amount of the Performance-Based
Award determined by the Committee for a performance period shall be paid to the
Covered Employee at such time as determined by the Committee in its sole
discretion after the end of such performance period; provided, however, that a
Covered Employee may, if and to the extent permitted by the Committee and
consistent with the provisions of Sections 162(m) and 409A of the Code, elect to
defer payment of a Performance-Based Award.

     

    (c)           Terms and Conditions of
Restricted Stock and Restricted Stock Units.

     

    (i)           Grant.  Each grant
of Restricted Stock and Restricted Stock Units shall be evidenced by an Award
Agreement in form approved by the Committee.  The vesting of a
Restricted Stock Award or Restricted Stock Unit granted under the Plan may be
conditioned upon the completion of a specified period of employment with the
Company or a Subsidiary, upon attainment of specified performance goals, and/or
upon such other criteria as the Committee may determine in its sole
discretion.

     

    
      
         


      

      
        Page 8 of
13

        
          

        

      

      
         


      

    

     

    (ii)           Receipt of Restricted
Stock.  As soon as practicable after an Award of Restricted
Stock has been made to a Participant, there shall be registered in the name of
such Participant the number of Shares of Restricted Stock so
awarded.  Except as provided in the applicable Award Agreement, no
Shares of Restricted Stock may be assigned, transferred, or otherwise encumbered
or disposed of by the Participant until such Shares have vested in accordance
with the terms of such Award Agreement.  If and to the extent that the
applicable Award Agreement so provides, a Participant shall have the right to
vote and receive dividends on the Shares of Restricted Stock granted to him or
her under the Plan.  Unless otherwise provided in the applicable Award
Agreement, any Shares received as a dividend on such Restricted Stock or in
connection with a stock split of the Shares of Restricted Stock shall be subject
to the same restrictions as the Restricted Stock.

     

    (iii)           Payments Pursuant to Restricted
Stock Units.  Restricted Stock Units may not be assigned,
transferred, or otherwise encumbered or disposed of by the Participant until
such Restricted Stock Units have vested in accordance with the terms of the
applicable Award Agreement.  Upon the vesting of the Restricted Stock
Unit, certificates for Shares shall be delivered to the Participant or his legal
representative on the last business day of the calendar quarter in which such
vesting event occurs or as soon thereafter as practicable (but not later than
March 15 of the calendar year following the year in which vesting occurs), in a
number equal to the Shares covered by the Restricted Stock Unit.

     

    (iv)           Effect of Termination of
Service.  Upon a Termination of Service for any reason, the
Participant shall only be entitled to the Restricted Stock or Restricted Stock
Units vested at the time of such Termination of Service, and the Participant’s
unvested Restricted Stock and Restricted Stock Units shall be
forfeited.  Notwithstanding the foregoing, the Committee may, in its
sole discretion, either by prior written agreement with the Participant or upon
the occurrence of a Termination of Service, accelerate the vesting of unvested
Restricted Stock or Restricted Stock Units held by the Participant if such
Participant’s Termination of Service is without “cause” (as such term is defined
by the Committee in its sole discretion) by the Company.

     

    
      	
              9.

            	
              Adjustments
      Upon Certain Events

            


    

     

    Notwithstanding
any other provisions in the Plan to the contrary, the following provisions shall
apply to all Awards granted under the Plan:

     

    (a)           Generally.  Subject
to any required action by the stockholders of the Company, the number and type
of Shares covered by each outstanding Award, and the number and type of Shares
which have been authorized for issuance under the Plan but as to which no Awards
have yet been granted or which have been returned to the Plan upon cancellation,
expiration, or forfeiture of an Award, as well as the exercise or purchase price
per Share, as applicable, covered by outstanding Awards, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split or combination or the
payment of a stock dividend (but only on the Company’s common stock) or
reclassification of the Company’s common stock or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Company (other than increases pursuant to the issuance of Other Stock-Based
Awards under Section
8 of the Plan); provided, however, that the conversion of any convertible
securities of the Company shall not be deemed to have been effected without the
receipt of consideration.  Any such adjustment shall be determined in
good faith by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, and the Committee’s determination in that respect shall be
final, binding and conclusive.  Except as expressly provided herein,
no issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to the Plan or an Award.

     

    
      
         


      

      
        Page 9 of
13

        
          

        

      

      
         


      

    

     

    (b)           Change of
Control.  In the event of a Change of Control, if the Committee
makes no provision for the assumption of outstanding Awards by the successor
corporation, then the Award Agreement shall provide whether (i) none, all or a
portion of each Award shall vest, (ii) any Option shall terminate as of a date
fixed by the Committee which is at least 30 days after the notice thereof to the
Participant and shall give each Participant the right to exercise his or her
Option as to all or any part of the Shares, including Shares as to which the
Option would not otherwise be exercisable, and/or (iii) cause any Award
outstanding as of the effective date of any such event to be cancelled in
consideration of a cash payment or grant of an alternative option or award
(whether by the Company or any entity that is a party to the transaction), or a
combination thereof, to the holder of the cancelled Award, provided that such
payment and/or grant are substantially equivalent in value to the Fair Market
Value of the cancelled Award as determined by the Committee.

     

    
      	
              10.

            	
              “Lockup”
      Agreement

            


    

     

    The
Committee may in its discretion specify upon granting an Award that upon request
of the Company or the underwriters managing any underwritten offering of the
Company’s securities, the Participant shall agree in writing that for a period
of time (not to exceed 180 days) from the effective date of any registration of
securities of the Company, the Participant will not sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any
Shares issued pursuant to the exercise of such Award, without the prior written
consent of the Company or such underwriters, as the case may be.

     

    
      	
              11.

            	
              Limitation
      of Liability

            


    

     

    Each
member of the Committee shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him or her by any officer or other
employee of the Company or any Subsidiary or Affiliate, the Company’s
independent certified public accountants, or other professional retained by the
Company to assist in the administration of the Plan.  No member of the
Committee, nor any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination, or
interpretation.

     

    
      	
              12.

            	
              Amendments
      or Termination

            


    

     

    (a)           The
Board or the Committee may terminate or discontinue the Plan at any
time.  The Board or the Committee may amend, modify, or alter the Plan
at any time, but no amendment, modification, or alteration shall be made which,
(a) without the approval of the stockholders of the Company, would (except as is
provided in Section
9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan, change the maximum number of Shares for which Awards may
be granted to any Participant, or modify the Plan in any other way to the extent
stockholder approval is required by the rules of any stock exchange or market or
quotation system on which the Shares are traded, listed, or quoted, or (b)
without the consent of a Participant, would impair any of the rights or
obligations under any Award theretofore granted to such Participant under the
Plan; provided, however, that the Board or the Committee may amend or modify the
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code (including, but not limited to, Sections
162(m) to preserve the deductibility of Awards and 409A to comply with its
requirements so as to ensure any amounts paid or payable hereunder are not
subject to the additional 20% income tax thereunder) or other applicable
laws.  Notwithstanding anything to the contrary herein, neither the
Committee nor the Board may amend, alter, or discontinue the provisions relating
to Section 9(b)
of the Plan after the occurrence of a Change of Control.

     

    
      
         


      

      
        Page 10
of 13

        
          

        

      

      
         


      

    

     

    (b)           Except
as provided in Section
9 of the Plan or expressly provided under the Plan, any amendment,
modification, termination, or discontinuance of the Plan shall not affect Awards
previously granted, and such Awards shall remain in full force and effect as if
the Plan had not been amended, modified, terminated, or discontinued, unless
mutually agreed otherwise between the Participant and the Company, which
agreement shall be in writing and signed by the Participant and the
Company.

     

    
      	
              13.

            	
              International
      Participants

            


    

     

    The
Committee may delegate to another committee or individual, as it may appoint and
as may be legally permitted, the authority to take any action consistent with
the terms of the Plan, either before or after an Award has been granted, which
such other committee or individual deems necessary or advisable to comply with
or take advantage of any government laws or regulatory requirements of a foreign
country, including but not limited to, modifying or amending the terms and
conditions governing any Awards, or establishing any local country plans as
sub-plans to the Plan.  In addition, under all circumstances, the
Committee (or its appointee) may make non-substantive administrative changes to
the Plan as to conform with or take advantage of governmental requirements,
statutes, or regulations.

     

    
      	
              14.

            	
              No
      Right to Continued Employment or
Service

            


    

     

    Neither
the Plan nor the granting of an Award under the Plan shall impose any obligation
on the Company, a Subsidiary, or any Affiliate to continue the employment or
service of a Participant or lessen or affect the Company’s, Subsidiary’s, or
Affiliate’s right to terminate the employment or service of such
Participant.

     

    
      	
              15.

            	
              Not
      Compensation for Benefit Plans

            


    

     

    No Award
payable under the Plan shall be deemed salary or compensation for the purpose of
computing benefits under any benefit plan or other arrangement of the Company
for the benefit of its employees or directors unless the Company shall determine
otherwise.

     

    
      	
              16.

            	
              Unfunded
      Status of Awards

            


    

     

    The Plan
is intended to constitute an “unfunded” plan for incentive
compensation.  With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
shall give any such Participant any rights that are greater than those of a
general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
Company’s obligations under the Plan to deliver cash, Shares, other Awards, or
other property pursuant to any Award, which trusts or other arrangements shall
be consistent with the “unfunded” status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant.

     

    
      	
              17.

            	
              Nonexclusivity
      of the Plan

            


    

     

    The
adoption of the Plan by the Board for approval shall not be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of options and other awards otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific
cases.

     

    
      
         


      

      
        Page 11
of 13

        
          

        

      

      
         


      

    

     

    
      	
              18.

            	
              Successors
      and Assigns

            


    

     

    The Plan
shall be binding on all successors and assigns of the Company and a Participant,
including, without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant’s creditors.

     

    
      	
              19.

            	
              Nontransferability
      of Awards

            


    

     

    Except as
provided in Section
7(f) of the Plan, an Award shall not be transferable or assignable by the
Participant otherwise than by will or by the laws of descent and
distribution.  During the lifetime of a Participant, an Award shall be
exercisable only by such Participant.  An Award exercisable after the
death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.  Notwithstanding
anything to the contrary herein, the Committee, in its sole discretion, shall
have the authority to waive this Section 19 or any
part thereof to the extent that this Section 19 or any
part thereof is not required under the rules promulgated under any law, rule or
regulation applicable to the Company.

     

    
      	
              20.

            	
              No
      Rights to Awards; No Stockholder
Rights

            


    

     

    No
Participant or employee shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Participants and
employees.  No Award shall confer on any Participant any rights to
dividends or other rights of a stockholder with respect to Shares subject to an
Award unless and until Shares are duly issued or transferred to the Participant
in accordance with the terms of the Award and, if applicable, the satisfaction
of any other conditions imposed by the Committee pursuant to the
Plan.

     

    
      	
              21.

            	
              No
      Fractional Shares

            


    

     

    No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, including on account of any action under Section 9 of the
Plan.  In the case of Awards to Participants, the Committee shall
determine, in its discretion, whether cash, other Awards, scrip certificates
(which shall be in a form and have such terms and conditions as the Committee in
its discretion shall prescribe), or other property shall be issued or paid in
lieu of such fractional Shares or whether such fractional Shares or any rights
thereto shall be forfeited or otherwise eliminated.

     

    
      	
              22.

            	
              Compliance
      with Legal and Trading Requirements

            


    

     

    The Plan,
the granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan and any Award Agreement, shall be subject to all
applicable federal, state, and foreign laws, rules, and regulations, and to such
approvals by any regulatory or governmental agency as may be
required.  All certificates for Shares delivered under the Plan
pursuant to any Award shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange or market or quotation system upon which the Shares are then listed,
traded or quoted, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.  No Award granted
hereunder shall be construed as an offer to sell securities of the Company, and
no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would comply with all
applicable requirements of the U.S. federal securities laws and any other laws
to which such offer, if made, would be subject.  The Company, in its
discretion, may postpone the issuance or delivery of Shares under any Award
until completion of such stock exchange or market or quotation system listing or
registration or qualification of such Shares or other required action under any
state, federal, or foreign law, rule, or regulation as the Company may consider
appropriate, including the Securities Act and the Act, and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Shares in
compliance with applicable laws, rules, and regulations.  No
provisions of the Plan shall be interpreted or construed to obligate the Company
to register any Shares under federal, state, or foreign law.

     

    
      
         


      

      
        Page 12
of 13

        
          

        

      

      
         


      

    

     

    
      	
              23.

            	
              Severability

            


    

     

    If any
provision of the Plan is or becomes or is deemed invalid, illegal, or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.

     

    
      	
              24.

            	
              Choice
      of Law

            


    

     

    The Plan
and all Award Agreements shall be governed by and construed in accordance with
the laws of the State of Nevada applicable to contracts made and to be performed
in the State of Nevada without regard to conflict of laws
principles.

     

    
      	
              25.

            	
              Conflict

            


    

     

    To the
extent the provisions of the Plan conflicts with the terms and conditions of any
written agreement between the Company and a Participant, the terms and
conditions of such agreement shall control.

     

    
      	
              26.

            	
              Effectiveness
      of the Plan; Term

            


    

     

    The Plan
shall be effective upon its approval by the Board.  The Plan shall
continue in effect for a term of ten (10) years from the Effective Date unless
sooner terminated under Section 12 of the
Plan.

     

    
      
         


      

      
        Page 13
of 13