EXHIBIT 10.11
	 

	 
		EMPLOYERS HOLDINGS, INC.
	 

	 
		EQUITY AND INCENTIVE PLAN
	 

	 
		 
	 

	 
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		EMPLOYERS HOLDINGS, INC.
	 

	 
		EQUITY AND INCENTIVE PLAN
	 

	 
		1. Purpose; Types of Awards; Construction.
	 

	 
		The purpose of the EMPLOYERS HOLDINGS, INC.
		Equity and Incentive Plan (the “Plan”) is to promote the interests of
		the Company and its Subsidiaries and the stockholders of the Company by
		providing officers, employees, non-employee directors, consultants, and
		independent contractors of the Company and its Subsidiaries with appropriate
		incentives and rewards to encourage them to enter into and continue in the
		employ or service of the Company or its Subsidiaries, to acquire a proprietary
		interest in the long-term success of the Company and to reward the performance
		of individuals in fulfilling their personal responsibilities for long-range and
		annual achievements. The Plan provides for the grant, in the sole discretion of
		the Committee, of options (including “incentive stock options” and
		“nonqualified stock options”), stock appreciation rights, restricted
		stock, restricted stock units, stock- or cash-based performance awards, and
		other stock-based awards. The Plan is designed so that Awards granted hereunder
		intended to comply with the requirements for “performance-based
		compensation” under Section 162(m) of the Code may comply with such
		requirements, and the Plan and Awards shall be interpreted in a manner
		consistent with such requirements. Notwithstanding any provision of the Plan,
		to the extent that any Awards would be subject to Section 409A of the Code,
		this Plan and Awards shall be interpreted in a manner consistent with Section
		409A of the Code and any regulations or guidance promulgated thereunder.

	 

	 
		2. Definitions.
	 

	 
		For purposes of the Plan, the following
		terms shall be defined as set forth below:
	 

	 
		(a) “Award” means any Option,
		Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
		Awards, or Other Stock-Based Award granted under the Plan.
	 

	 
		(b) “Award Agreement” means any
		written agreement, contract, or other instrument or document evidencing an
		Award.
	 

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

	 
		(d) “Cause” means, unless
		otherwise specified in the Award Agreement, that the Grantee has (a) willfully
		and continually failed to substantially perform, or been willfully grossly
		negligent in the discharge of, his or her duties to the Company or any of its
		subsidiaries (in any case, other than by reason of a disability, physical or
		mental illness); (b) committed or engaged in an act of theft, embezzlement or
		fraud, or (c) been convicted of or plead guilty or nolo contendere to a felony
		or a misdemeanor with respect to which fraud or dishonesty is a material
		element. No act or failure to act on the part of the Eligible Employee shall be
		deemed “willful” unless done, 
	 

	 
		 
	 

	 
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		or omitted to be done, by the Eligible
		Employee not in good faith or without reasonable belief that the Eligible
		Employee’s act or failure to act was in the best interests of the Company.
		Determination of Cause shall be made by the Committee in its sole
		discretion.
	 

	 
		(e) A “Change in Control” shall be
		deemed to have occurred if the event set forth in any one of the following
		paragraphs shall have occurred:
	 

	 
		 (1) any Person is or becomes the
		“Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act),
		directly or indirectly, of securities of the Company (not including in the
		securities Beneficially Owned by such Person any securities acquired directly
		from the Company) representing 35% or more of the combined voting power of the
		Company’s then outstanding securities, excluding any Person who becomes
		such a Beneficial Owner in connection with a transaction described in clause
		(i) of paragraph (3) below and excluding any Person who becomes such a
		Beneficial Owner solely by reason of the repurchase of shares by the Company;
		or
	 

	 
		 (2) the following individuals cease for any
		reason to constitute a majority of the number of directors then serving:
		individuals who, on the Effective Date, constitute the Board of Directors and
		any new director (other than a director whose initial assumption of office is
		in connection with an actual or threatened election contest, including but not
		limited to a consent solicitation, relating to the election of directors of the
		Company) whose appointment or election by the Board of Directors or nomination
		for election by the Company’s stockholders was approved or recommended by
		a vote of at least two-thirds (2/3) of the directors then still in office who
		either were directors on the Effective Date or whose appointment, election or
		nomination for election was previously so approved or recommended; or
	 

	 
		(3) there is consummated a merger or
		consolidation of the Company or any Subsidiary with any other corporation,
		other than (i) a merger or consolidation which would result in the voting
		securities of the Company outstanding immediately prior to such merger or
		consolidation continuing to represent (either by remaining outstanding or by
		being converted into voting securities of the surviving entity or any parent
		thereof) at least 50% of the combined voting power of the voting securities of
		the Company or such surviving entity or any parent thereof outstanding
		immediately after such merger or consolidation, or (ii) a merger or
		consolidation effected to implement a recapitalization of the Company (or
		similar transaction) in which no Person is or becomes the Beneficial Owner,
		directly or indirectly, of securities of the Company (not including in the
		securities Beneficially Owned by such Person any securities acquired directly
		from the Company) representing 35% or more of the combined voting power of the
		Company’s then outstanding securities; or 
	 

	 
		(4) the stockholders of the Company approve
		a plan of complete liquidation or dissolution of the Company or there is
		consummated an agreement for the sale or disposition by the Company of all or
		substantially all of the Company’s assets, other than a sale or
		disposition by the Company of all or substantially all of the Company’s
		assets to an entity, at least 50% of the combined voting power of the 
	 

	 
		
	 

	 
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		voting securities of which are owned by
		Persons in substantially the same proportions as their ownership of the Company
		immediately prior to such sale.
	 

	 
		Notwithstanding the foregoing, (1) a
		“Change in Control” shall not be deemed to have occurred by virtue of
		the consummation of any transaction or series of integrated transactions
		immediately following which the holders of the common stock of the Company
		immediately prior to such transaction or series of transactions continue to
		have substantially the same proportionate ownership in an
		entity which owns all or substantially all of the assets of the Company
		immediately following such transaction or series of transactions, and (2) a
		“Change in Control” shall not occur for purposes of the Plan as
		result of the Initial Public Offering or any transactions or events
		contemplated by such Initial Public Offering or any secondary offering of
		Company common stock to the general public through a registration statement
		filed with the Securities and Exchange Commission.
	 

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

	 
		(g) “Committee” shall mean the
		Compensation Committee of the Board, which shall consist of two or more
		persons, each of whom, unless otherwise determined by the Board, is an
		“outside director” within the meaning of Section 162(m) of the Code,
		a “nonemployee director” within the meaning of Rule 16b-3, and an
		“independent” director within the meaning of the listing requirements
		of the New York Stock Exchange or any other national securities exchange on
		which the Stock is principally traded. 
	 

	 
		(h) “Company” means Employers
		Holdings, Inc., a corporation organized under the laws of the State of Nevada,
		or any successor corporation.
	 

	 
		(i) “Covered Employee” shall have
		the meaning set forth in Section 162(m)(3) of the Code.
	 

	 
		(j) “Exchange Act” means the
		Securities Exchange Act of 1934, as amended from time to time, and as now or
		hereafter construed, interpreted and applied by regulations, rulings and
		cases.
	 

	 
		(k) “Fair Market Value” means,
		with respect to Stock or other property, the fair market value of such Stock or
		other property determined by such methods or procedures as shall be established
		from time to time by the Committee. Unless otherwise determined by the
		Committee in good faith, the per share Fair Market Value of Stock as of a
		particular date shall mean (i) the closing price per share of Stock on the
		national securities exchange on which the Stock is principally traded, for the
		last preceding date on which there was a sale of such Stock on such exchange,
		or (ii) if the shares of Stock are then traded in an over-the-counter market,
		the average of the closing bid and asked prices for the shares of Stock in such
		over-the-counter market for the last preceding date on which there was a sale
		of such Stock in such market, or (iii) if the shares of Stock are not then
		listed on a national securities exchange or traded in an over-
	 

	 
		 
	 

	 
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		the-counter market, such value as the
		Committee, in its sole discretion, shall determine. Awards granted in
		connection with the Initial Public Offering shall have a fair market value
		equal to the offering price.
	 

	 
		(l) “Grantee” means an officer,
		employee, non-employee director, consultant, or independent contractor of the
		Company or any Subsidiary of the Company or any Subsidiary of the Company that
		has been granted an Award under the Plan.
	 

	 
		(m) “Harmful Conduct” means,
		unless otherwise specified in the Award Agreement, (i) a breach in any material
		respect of an agreement to not reveal confidential information regarding the
		business operations of the Company or any Affiliate or an agreement to refrain
		from solicitation of the customers, suppliers or employees of the Company or
		any Affiliate, or (ii) a violation of any of the restrictive covenants
		contained in the Grantee’s employment, severance or other agreement with
		the Company, or any of its Affiliates.
	 

	 
		(n) “Initial Public Offering”
		means the initial public offering of the shares of Stock of the Company.

	 

	 
		(o) “Initial Share Pool” shall
		have the meaning set forth in Section 5 of the Plan.
	 

	 
		(p) “ISO” means any Option
		intended to be and designated as an incentive stock option within the meaning
		of Section 422 of the Code.
	 

	 
		(q) “NQSO” means any Option that
		is not designated as an ISO.
	 

	 
		(r) “Option” means a right,
		granted to a Grantee under Section 6(b)(i) of the Plan, to purchase shares of
		Stock. An Option may be either an ISO or an NQSO. 
	 

	 
		(s) “Other Stock-Based Award”
		means a right or other interest granted to a Grantee under Section 6(b)(vi) of
		the Plan that may be denominated or payable in, valued in whole or in part by
		reference to, or otherwise based on, or related to, Stock.
	 

	 
		(t) “Performance Award” means a
		right or other interest granted to a Grantee under Section 6(b)(v) of the Plan
		that may be payable in cash or may be denominated or payable in, valued in
		whole or in part by reference to, or otherwise based on, or related to, Stock
		and which is awarded upon the attainment of Performance Goals.
	 

	 
		(u) “Performance Goals” means
		performance goals pre-established by the Committee in its sole discretion,
		based on one or more of the following criteria (as determined in accordance
		with generally accepted accounting principles): revenue growth, premium growth,
		policy growth, earnings (including earnings before taxes, earnings before
		interest and taxes, or earnings before interest, taxes, depreciation 
	 

	 
		 
	 

	 
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		and amortization), operating income, pre- or
		after-tax income, cash flow (before or after dividends), earnings per share,
		return on equity, return on capital (including return on total capital or
		return on invested capital), cash flow return on investment, return on assets,
		economic value added (or an equivalent metric), combined ratio, loss ratio,
		expense ratio, market share or penetration, business expansion, share price
		performance, total shareholder return, improvement in or attainment of expense
		levels or expense ratios, employee and/or agent satisfaction, customer
		satisfaction, customer retention, rating agency ratings, and any combination
		of, or a specified increase in, any of the foregoing. The performance goals may
		be based upon the attainment of specified levels of performance by the Company,
		or a business unit, division, Subsidiary, or business segment of the Company.
		In addition, the performance goals may be based upon the attainment of
		specified levels of performance under one or more of the measures described
		above relative to the performance of other entities. To the extent permitted
		under Section 162(m) of the Code (including, without limitation, compliance
		with any requirements for stockholder approval), the Committee in its sole
		discretion may designate additional business criteria on which the performance
		goals may be based or adjust, modify or amend the aforementioned business
		criteria, including without limitation, performance goals based on the
		Grantee’s individual performance. Performance Goals may include a
		threshold level of performance below which no Award will be earned, a level of
		performance at which the target amount of an Award will be earned and a level
		of performance at which the maximum amount of the Award will be earned.
		Measurement of performance relative to Performance Goals shall exclude the
		impact of losses or charges in connection with restructurings or discontinued
		operations. In addition, the Committee in its sole discretion shall have the
		authority to make equitable adjustments to the Performance Goals in recognition
		of unusual or non-recurring events affecting the Company or any Subsidiary of
		the Company or the financial statements of the Company or any Subsidiary of the
		Company, in response to changes in applicable laws or regulations, including
		changes in generally accepted accounting principles or practices, or to account
		for items of gain, loss or expense determined to be extraordinary or unusual in
		nature or infrequent in occurrence or related to the disposal of a segment of a
		business or related to a change in accounting principles, as applicable.
		
	 

	 
		(v) “Person” shall have the
		meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used
		in Sections 13(d) and 14(d) thereof, except that such term shall not include
		(1) the Company or any Subsidiary, (2) a trustee or other fiduciary holding
		securities under an employee benefit plan of the Company or any Subsidiary, (3)
		an underwriter temporarily holding securities pursuant to an offering of such
		securities, or (4) a corporation owned, directly or indirectly, by the
		stockholders of the Company in substantially the same proportions as their
		ownership of stock of the Company.
	 

	 
		(w) “Plan” means this Employers
		Holdings, Inc. Equity and Incentive Plan, as amended from time to time.
	 

	 
		(x) “Repricing” shall have the
		meaning set forth in Section 3 of the Plan.
	 

	 
		 
	 

	 
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		(y) “Restricted Stock” means an
		Award of shares of Stock to a Grantee under Section 6(b)(iii) of the Plan that
		may be subject to certain restrictions and to a risk of forfeiture.
	 

	 
		(z) “Restricted Stock Unit” means
		a right granted to a Grantee under Section 6(b)(iv) of the Plan to receive
		Stock or cash at the end of a specified deferral period, which right may be
		conditioned on the satisfaction of specified performance or other
		criteria.
	 

	 
		(aa) “Rule 16b-3” means Rule
		16b-3, as from time to time in effect promulgated by the Securities and
		Exchange Commission under Section 16 of the Exchange Act, including any
		successor to such Rule.
	 

	 
		(bb) “Stock” means shares of the
		common stock, par value $.01 per share, of the Company.
	 

	 
		(cc) “Stock Appreciation Right” or
		“SAR” means the right, granted to a Grantee under Section 6(b)(ii) of
		the Plan, to be paid an amount measured by the appreciation in the Fair Market
		Value of Stock from the date of grant to the date of exercise of the
		right.
	 

	 
		(dd) “Subsidiary” means a
		“subsidiary corporation,” whether now or hereafter existing, as
		defined in Section 424(f) of the Code.
	 

	 
		(ee) “Substitute Awards” means
		Awards granted or shares of Stock issued by the Company in assumption of, or in
		substitution or exchange for, awards previously granted by a company acquired
		by the Company or any Subsidiary or with which the Company or any Subsidiary
		combines.
	 

	 
		3.  Administration.
		
	 

	 
		The Plan shall be administered by the
		Committee. The Committee shall have the authority in its sole discretion,
		subject to and not inconsistent with the express provisions of the Plan, to
		administer the Plan and to exercise all the powers and authorities either
		specifically granted to it under the Plan or necessary or advisable in the
		administration of the Plan, including, without limitation, the authority to
		grant Awards; to determine the persons to whom and the time or times at which
		Awards shall be granted; to determine the type and number of Awards to be
		granted, the number of shares of Stock to which an Award may relate and the
		terms, conditions, restrictions and performance criteria relating to any Award;
		to determine Performance Goals no later than such time as required to ensure
		that an underlying Award which is intended to comply with the requirements of
		Section 162(m) of the Code so complies; and to determine whether, to what
		extent, and under what circumstances an Award may be settled, cancelled,
		forfeited, exchanged, or surrendered; to make adjustments in the terms and
		conditions of, and the Performance Goals (if any) included in, Awards; to
		construe and interpret the Plan and any Award; to prescribe, amend and rescind
		rules and regulations relating to the Plan; to determine the terms and
		provisions of the Award Agreements (which need not be identical for each
		Grantee); and to make all other determinations deemed necessary or
	 

	 
		 
	 

	 
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		advisable for the administration of the
		Plan. Notwithstanding the foregoing, neither the Board, the Committee nor their
		respective delegates shall have the authority without first obtaining the
		approval of the Company’s stockholders to reprice (or cancel and regrant)
		any Option or SAR or, if applicable, other Award at a lower exercise, base or
		purchase price, to cancel any Option or SAR in exchange for cash or another
		Award if such cancellation has the same effect as lowering the exercise, base
		or purchase price of such Option or SAR, or to take any other action with
		respect to an Award that would be treated as a repricing under the rules and
		regulations of the principal securities market on which the Stock is traded
		(any such actions, a “Repricing”). 
	 

	 
		All determinations of the Committee shall be
		made by a majority of its members either present in person or participating via
		video conference or other electronic means, at a meeting, or by written
		consent. The Committee may delegate to one or more of its members or to one or
		more executive officers or other agents such administrative duties as it may
		deem advisable (including the authority to grant Awards to non-officers), and
		the Committee or any person to whom it has delegated duties as aforesaid may
		employ one or more persons to render advice with respect to any responsibility
		the Committee or such person may have under the Plan. All decisions,
		determinations and interpretations of the Committee shall be final and binding
		on all persons, including but not limited to the Company, any Subsidiary of the
		Company, or Grantee (or any person claiming any rights under the Plan from or
		through any Grantee) and any stockholder.
	 

	 
		No member of the Board or Committee shall be
		liable for any action taken or determination made in good faith with respect to
		the Plan or any Award granted hereunder. Notwithstanding anything to the
		contrary continued herein, prior to the consummation of the Initial Public
		Offering, all Committee action may be taken by the Board. 
	 

	 
		4. Eligibility.
	 

	 
		Awards may be granted to officers,
		employees, non-employee directors, consultants, or independent contractors of
		the Company or its Subsidiaries. In determining the persons to whom Awards
		shall be granted and the number of shares to be covered by each Award, the
		Committee shall take into account the duties of the respective persons, their
		present and potential contributions to the success of the Company or its
		Subsidiaries and such other factors as the Committee shall deem relevant in
		connection with accomplishing the purposes of the Plan.
	 

	 
		5. Stock Subject to the
		Plan.
	 

	 
		(a) The maximum number of shares of Stock
		reserved for the grant of Awards under the Plan shall be [INSERT NUMBER THAT IS
		3% OF OUTSTANDING POST-IPO SHARES] shares of Stock (all of which may be granted
		as ISOs), subject to adjustment as provided herein (“Initial Share
		Pool”). Subject to adjustment as provided herein, no more than one-third
		(1/3rd) of the Initial Share Pool may be awarded under the Plan in
		the aggregate in respect of Awards other than Options and SARs. If any shares
		of Stock subject to an Award are forfeited, cancelled, exchanged,
	 

	 
		 
	 

	 
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		surrendered, or if an Award terminates or
		expires without a distribution of shares to the Grantee, or if shares of Stock
		are surrendered or withheld as payment of either the exercise price of an Award
		and/or withholding taxes in respect of an Award, the applicable number of
		shares of Stock with respect to such Award (determined in a manner consistent
		with the immediately preceding sentence) shall, to the extent of any such
		forfeiture, cancellation, exchange, surrender, withholding, termination or
		expiration, again be available for Awards under the Plan. Upon the exercise of
		any Award granted in tandem with any Awards such related Awards shall be
		cancelled to the extent of the number of shares of Stock as to which the Award
		is exercised and, notwithstanding the foregoing, such number of shares shall no
		longer be available for Awards under the Plan. Substitute Awards shall not
		reduce the shares of Stock reserved for the grant of Awards under the Plan or
		authorized for Awards granted to an individual.
	 

	 
		(b) Subject to adjustment as provided
		herein, no more than 600,000 shares of Stock may be made subject to Awards of
		Options and SARs granted to an individual in any consecutive thirty-six month
		period and no more than 300,000 shares of Stock may be made subject to Awards
		other than Awards of Options and SARs granted to an individual in any
		consecutive thirty-six month period. Determinations made in respect of the
		limitations set forth in the immediately preceding sentence shall be made in a
		manner consistent with Section 162(m) of the Code. 
	 

	 
		(c) Shares of Stock may, in whole or in
		part, be authorized but unissued shares or shares of Stock that shall have been
		or may be reacquired by the Company in the open market, in private transactions
		or otherwise. 
	 

	 
		(d) In the event that the Committee shall
		determine that any dividend or other distribution (whether in the form of cash,
		Stock, or other property), recapitalization, Stock split, reverse split,
		reorganization, merger, consolidation, spin-off, combination, repurchase, or
		share exchange, or other similar corporate transaction or event, affects the
		Stock such that an adjustment is appropriate in order to prevent dilution or
		enlargement of the rights of Grantees under the Plan, then the Committee shall
		make such equitable changes or adjustments as it deems necessary or appropriate
		to any or all of (i) the maximum number and kind of shares of Stock or other
		property (including cash) that may be issued hereunder in connection with
		Awards, (ii) the maximum number of shares of Stock that may be made subject to
		Awards to any individual, (iii) the number and kind of shares of Stock or other
		property (including cash) issued or issuable in respect of outstanding Awards,
		(iv) the exercise price, grant price, or purchase price relating to any Award;
		provided, that, with respect to ISOs, such adjustment shall be made in
		accordance with Section 424(h) of the Code; and (v) the Performance Goals
		applicable to outstanding Awards.
	 

	 
		6. Specific Terms of
		Awards.
	 

	 
		(a) General. The
		term of each Award shall be for such period as may be determined by the
		Committee. Subject to the terms of the Plan and any applicable Award Agreement,
		payments to be made by the Company or any Subsidiary of the Company upon the
		grant, maturation, or exercise of an Award may be made in such
	 

	 
		 
	 

	 
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		forms as the Committee shall determine at
		the date of grant or thereafter, including, without limitation, cash, Stock, or
		other property, and may be made in a single payment or transfer, in
		installments, or on a deferred basis. The Committee may make rules relating to
		installment or deferred payments with respect to Awards, including the rate of
		interest to be credited with respect to such payments. In addition to the
		foregoing, the Committee may impose on any Award or the exercise thereof, at
		the date of grant or thereafter, such additional terms and conditions, not
		inconsistent with the provisions of the Plan, as the Committee shall
		determine.
	 

	 
		(b) Types of Awards.
		The Committee is authorized to grant the Awards described in this Section 6(b),
		under such terms and conditions as deemed by the Committee to be consistent
		with the purposes of the Plan. Such Awards may be granted with value and
		payment contingent upon the achievement of Performance Goals. Unless otherwise
		determined by the Committee, each Award shall be evidenced by an Award
		Agreement containing such terms and conditions applicable to such Award as the
		Committee shall determine at the date of grant or thereafter. 
	 

	 
		(i) Options. The
		Committee is authorized to grant Options to Grantees on the following terms and
		conditions:
	 

	 
		(A) Type of Award.
		The Award Agreement evidencing the grant of an Option under the Plan shall
		designate the Option as an ISO or an NQSO.
	 

	 
		(B) Exercise Price.
		The exercise price per share of Stock purchasable under an Option shall be
		determined by the Committee, but, except for outstanding awards assumed,
		converted or replaced in connection with a corporate transaction, in no event
		shall the exercise price of any Option be less than the Fair Market Value of a
		share of Stock on the date of grant of such Option. The exercise price for
		Stock subject to an Option may be paid in cash or by an exchange of Stock
		previously owned by the Grantee, through a “broker cashless exercise”
		procedure approved by the Committee, a combination of the above, or any other
		method approved the Committee, in any case in an amount having a combined value
		equal to such exercise price. 
	 

	 
		(C) Term
		and Exercisability of Options. Unless
		the Committee determines otherwise, the date on which the Committee adopts a
		resolution expressly granting an Option shall be considered the day on which
		such Option is granted. Options shall be exercisable over the exercise period
		(which shall not exceed seven years from the date of grant), at such times and
		upon such conditions as the Committee may determine, as reflected in the Award
		Agreement; provided, that (i) subject to clause (ii) below, no Option granted
		to an employee of the Company or a Subsidiary (other than Substitute Awards)
		shall vest prior to the
	 

	 
		 
	 

	 
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		first anniversary of the date on which the
		Option is granted (or six months in the case of Options granted following the
		Initial Public Offering but prior to the first anniversary of the Initial
		Public Offering) and (ii) the Committee shall have the authority to accelerate
		the exercisability of any outstanding Option at such time and under such
		circumstances as it, in its sole discretion, deems appropriate. An Option may
		be exercised to the extent of any or all full shares of Stock as to which the
		Option has become exercisable, by giving written notice of such exercise to the
		Committee or its designated agent.
	 

	 
		(D) Other Provisions. Options may be subject to such other conditions
		including, but not limited to, restrictions on transferability of the shares of
		Stock acquired upon exercise of such Options, as the Committee may prescribe in
		its discretion or as may be required by applicable law.
	 

	 
		(ii) SARs. The
		Committee is authorized to grant SARs to Grantees on the following terms and
		conditions:
	 

	 
		(A) In General. SARs
		may be granted independently or in tandem with an Option at the time of grant
		of the related Option. An SAR granted in tandem with an Option shall be
		exercisable only to the extent the underlying Option is exercisable. Payment of
		an SAR may be made in cash, Stock, property, or a combination of the foregoing,
		as specified in the Award Agreement or determined in the sole discretion of the
		Committee.
	 

	 
		(B) Term and Exercisability of SARs. Unless the Committee determines otherwise, the date
		on which the Committee adopts a resolution expressly granting an SAR shall be
		considered the day on which such SAR is granted. SARs shall be exercisable over
		the exercise period (which shall not exceed ten years from the date of grant),
		at such times and upon such conditions as the Committee may determine, as
		reflected in the Award Agreement; provided, that (i) subject to clause (ii)
		below, no SAR granted to an employee of the Company or a Subsidiary (other than
		Substitute Awards) shall vest prior to the first anniversary of the date on
		which the SAR is granted and (ii) the Committee shall have the authority to
		accelerate the exercisability of any outstanding SAR at such time and under
		such circumstances as it, in its sole discretion, deems appropriate. 
	 

	 
		(C) Payment. An SAR
		shall confer on the Grantee a right to receive an amount with respect to each
		share of Stock subject thereto, upon exercise thereof, equal to the excess
		of
	 

	 
		 
	 

	 
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		(1) the Fair Market Value of one share of
		Stock on the date of exercise over (2) the grant price of the SAR (which in the
		case of an SAR granted in tandem with an Option shall be equal to the exercise
		price of the underlying Option, and which in the case of any other SAR shall be
		such price as the Committee may determine but in no event shall be less than
		the Fair Market Value of a share of Stock on the date of grant of such SAR). A
		SAR may be exercised by giving written notice of such exercise to the Committee
		or its designated agent.
	 

	 
		(iii) Restricted Stock. The Committee is authorized to grant Restricted Stock
		to Grantees on the following terms and conditions:
	 

	 
		(A) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions
		on transferability and other restrictions, if any, as the Committee may impose
		at the date of grant or thereafter, which restrictions may lapse separately or
		in combination at such times, under such circumstances, in such installments,
		or otherwise, as the Committee may determine. Notwithstanding the above, (i)
		subject to clauses (ii) and (iii) below, no award of Restricted Stock granted
		to an employee of the Company or a Subsidiary (other than Substitute Awards)
		shall vest at a rate that is more rapid than one-third of the total shares
		subject to such award on each of the first three anniversaries of the date of
		grant, (ii) awards of Restricted Stock made in connection with an
		employee’s commencement of employment with the Company or its Subsidiaries
		to replace equity awards forfeited by such employee, awards of Restricted Stock
		made as a form of payment of earned incentive compensation, and awards of
		Restricted Stock that vest, in whole or in part, upon the attainment of
		Performance Goals shall not vest prior to the first anniversary of the date on
		which such award is granted, and (iii) the Committee shall have the authority
		to accelerate the exercisability of any outstanding award of Restricted Stock
		at such time and under such circumstances as it, in its sole discretion, deems
		appropriate. Except to the extent restricted under the Award Agreement relating
		to the Restricted Stock, a Grantee granted Restricted Stock shall have all of
		the rights of a stockholder including, without limitation, the right to vote
		Restricted Stock and the right to receive dividends thereon. 
	 

	 
		(B) Certificates for Stock. Restricted Stock granted under the Plan may be
		evidenced in such manner as the Committee shall determine. If certificates
		representing Restricted Stock are registered in the name of the Grantee, such
		certificates shall bear an appropriate legend referring to the terms,
		conditions,
	 

	 
		 
	 

	 
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		and restrictions applicable to such
		Restricted Stock, and the Company shall retain physical possession of the
		certificate.
	 

	 
		(C) Dividends.
		Except to the extent restricted under the applicable Award Agreement, dividends
		paid on Restricted Stock shall be paid at the dividend payment date in cash or
		in shares of unrestricted Stock having a Fair Market Value equal to the amount
		of such dividends. Stock distributed in connection with a stock split or stock
		dividend, and other property distributed as a dividend, shall be subject to
		restrictions and a risk of forfeiture to the same extent as the Restricted
		Stock with respect to which such Stock or other property has been
		distributed.
	 

	 
		(iv) Restricted Stock Units. The Committee is authorized to grant Restricted Stock
		Units to Grantees, subject to the following terms and conditions:
	 

	 
		(A) Conditions to Vesting. At the time of the grant of Restricted Stock Units,
		the Committee may impose such restrictions or conditions to the vesting of such
		Awards as it, in its discretion, deems appropriate, including, but not limited
		to, the achievement of Performance Goals. Notwithstanding the above, (i)
		subject to clauses (ii) and (iii) below, no award of Restricted Stock Units
		granted to an employee of the Company or a Subsidiary (other than Substitute
		Awards) shall vest at a rate that is more rapid than one-third of the total
		shares subject to such award on each of the first three anniversaries of the
		date of grant, (ii) awards of Restricted Stock Units made in connection with an
		employee’s commencement of employment with the Company or its Subsidiaries
		to replace equity awards forfeited by such employee, awards of Restricted Stock
		Units made as a form of payment of earned incentive compensation, and awards of
		Restricted Stock that vest, in whole or in part, upon the attainment of
		Performance Goals shall not vest prior to the first anniversary of the date on
		which such award is granted, and (iii) the Committee shall have the authority
		to accelerate the exercisability of any outstanding award of Restricted Stock
		Units at such time and under such circumstances as it, in its sole discretion,
		deems appropriate.
	 

	 
		(B) Delivery of Shares. Unless otherwise provided in an Award Agreement, upon
		the vesting of a Restricted Stock Unit there shall be delivered to the Grantee,
		within 30 days of the date on which such Award (or any portion thereof) vests,
		that number of shares of Stock equal to the number of Restricted Stock Units
		becoming so vested.
	 


	 
		 
	 

	 
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		(C) Dividend Equivalents. Subject to the requirements of Section 409A of the
		Code, an Award of Restricted Stock Units may provide the Grantee with the right
		to receive dividend equivalent payments with respect to Stock subject to the
		Award (both before and after the Stock subject to the Award is earned, vested,
		or acquired), which payments may be either made currently or credited to an
		account for the Participant, and may be settled in cash or Stock, as determined
		by the Committee. Any such settlements and any such crediting of dividend
		equivalents may be subject to such conditions, restrictions and contingencies
		as the Committee shall establish, including the reinvestment of such credited
		amounts in Stock equivalents.
	 

	 
		(D) Deferrals. The
		Committee may require or permit Grantees to elect to defer the delivery of
		shares of Stock that would otherwise be due by virtue of the vesting of the
		Restricted Stock Units under such rules and procedures as the Committee shall
		establish; provided, however, to the extent that such deferral is subject to
		Section 409A of the Code, the rules and procedures established by the Committee
		shall comply with Section 409A of the Code. 
	 

	 
		(E) Director Grants.
		On the date that is six months following the Initial Public Offering, each
		member of the Board shall receive an Award of Restricted Stock Units equal to
		$50,000 divided by the Fair Market Value of the shares of Stock (the
		“Initial Grant”) and shall vest on the date of the first annual
		meeting of the shareholders of the Company following January 1, 2008. At each
		annual meeting of the shareholders of the Company following the first
		anniversary of the Initial Public Offering, each member of the Board as of such
		meeting shall receive an additional Award of Restricted Stock Units equal to
		such dollar amount as the Committee shall determine divided by the Fair Market
		Value of the shares of Stock on the date of such meeting (the “Annual
		Director Grants”). Except as otherwise set forth in the Award Agreement,
		the Annual Director Grants shall vest quarterly over the first year following
		their date of grant and shall be settled in shares of Stock six months
		following the Grantee’s termination of service as a member of the
		Board.
	 

	 
		(v) Performance Awards. The Committee is authorized to grant Performance
		Awards to Grantees, which may be denominated in cash or shares of Stock and
		payable either in shares of Stock, in cash, or in a combination of both. Such
		Performance Awards shall be granted with value and payment contingent upon the
		achievement of Performance Goals and such goals shall relate to periods of
		performance of not less than one 
	 

	 
		 
	 

	 
		 
	 

	 
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		calendar year. The Committee shall determine
		the terms and conditions of such Awards at the date of grant or thereafter. The
		maximum amount that any Grantee may receive with respect to cash-based
		Performance Awards pursuant to this Section 6(b)(v) whether payable in cash or
		in shares of Stock in respect of any performance period is $2,000,000. Payments
		earned hereunder may be decreased or, with respect to any Grantee who is not a
		Covered Employee, increased in the sole discretion of the Committee based on
		such factors as it deems appropriate. No payment shall be made to a Covered
		Employee prior to the certification by the Committee that the Performance Goals
		have been attained. The Committee may establish such other rules applicable to
		the Performance-Based Awards to the extent not inconsistent with Section 162(m)
		of the Code.
	 

	 
		(vi) Other Stock-Based Awards. The Committee is authorized to grant Awards to
		Grantees in the form of Other Stock-Based Awards, as deemed by the Committee to
		be consistent with the purposes of the Plan. The Committee shall determine the
		terms and conditions of such Awards at the date of grant or thereafter
		(including, in the discretion of the Committee, the right to receive dividend
		equivalent payments with respect to Stock subject to the Award). 
	 

	 
		(c) Termination of Service. Except as otherwise set forth in the Award Agreement,
		(1) upon the Grantee’s termination of service with the Company or any of
		its Subsidiaries, the Grantee shall have 90 days following the date of such
		termination of service to exercise any portion of an Option or SAR that the
		Grantee could have exercised on the date of such termination of service;
		provided, however, that such exercise must be accomplished prior to the
		expiration of the Award term; (2) if the Grantee ‘s termination of service
		is due to total and permanent disability (as defined in any agreement between
		the Grantee and the Company or, if no such agreement is in effect, as
		determined by the Committee in its good faith discretion) or death, the
		Grantee, or the representative of the estate of the Grantee, as the case may
		be, may exercise any portion of the Option or SAR which the Grantee could have
		exercised on the date of such termination for a period of one year thereafter,
		regardless of the otherwise scheduled expiration of the Award term; and (3) in
		the event of a termination of the Grantee’s service with the Company or
		any of its Subsidiaries for Cause, the unexercised portion of the Option or SAR
		shall terminate immediately and the Grantee shall have no right thereafter to
		exercise any part of the Award. 
	 

	 
		(d) Forfeiture/
		Repayment of Awards.
		In addition to the forfeiture of Awards
		as provided in Section 6(c), if the Grantee engages in Harmful Conduct, prior
		to or following termination of employment, the Grantee shall forfeit any then
		outstanding Award, and shall return to the Company, without consideration, any
		shares of Stock owned by the Grantee that were previously subject to an Award
		and any cash amounts previously paid to a Grantee in respect of an Award. To
		the extent the 
	 

	 
		 
	 

	 
		 
	 

	 
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		shares of Stock subject to this Section 6(d)
		have been previously sold or otherwise disposed of by the Grantee during the
		twelve-month period preceding the Grantee engaging in Harmful Conduct, the
		Grantee shall repay to the Company the aggregate Fair Market Value of such
		shares of Stock on the date of such sale or disposition, less any amounts paid
		for such shares. In addition, to the extent set forth in the Award Agreement,
		if the Company is required to restate its financial statements, the Company may
		require that a Grantee repay to the Company the aggregate Fair Market Value of
		any Award (regardless of whether such Award was payable in shares of Stock or
		cash) that vested upon the attainment of Performance Goals to the extent such
		Performance Goals would not have been achieved had such restatement not been
		required.
	 

	 
		7. Change in Control
		Provisions.
	 

	 
		Unless otherwise determined in an Award
		Agreement, in the event of a Change of Control:
	 

	 
		(a) With respect to each outstanding Award
		that is assumed or substituted in connection with a Change in Control, in the
		event of a termination of a Grantee’s employment without cause during the
		24-month period following such Change in Control (i) such Award shall become
		fully vested and exercisable, (ii) the restrictions, payment conditions, and
		forfeiture conditions applicable to any such Award granted shall lapse, and
		(iii) and any performance conditions imposed with respect to Awards shall be
		deemed to be fully achieved
	 

	 
		(b) With respect to each outstanding Award
		that is not assumed or substituted in connection with a Change in Control, upon
		the occurrence of a Change in Control (i) such Award shall become fully vested
		and exercisable, (ii) the restrictions, payment conditions, and forfeiture
		conditions applicable to any such Award granted shall lapse, and (iii) and any
		performance conditions imposed with respect to Awards shall be deemed to be
		fully achieved.
	 

	 
		(c) For purposes of this Section 7, an Award
		shall be considered assumed or substituted for if, following the Change in
		Control, such Award remains subject to the same terms and conditions that were
		applicable to the Award immediately prior to the Change in Control except that
		the Award confers the right to purchase or receive, for each share subject to
		the Option, SAR, award of Restricted Stock, award of Restricted Stock Units,
		Performance Award, or Other Stock-Based Award the consideration (whether stock,
		cash or other securities or property) received in the Change in Control by
		holders of shares of Stock for each share of Stock held on the effective date
		of the transaction (and if holders were offered a choice of consideration, the
		type of consideration chosen by the greatest number of holders of the
		outstanding shares).
	 

	 
		(d) Notwithstanding any other provision of
		the Plan, in the event of a Change in Control in which the consideration paid
		to the holders of shares of Stock is solely cash, the Committee may, in its
		discretion, provide that each Award shall, upon the occurrence of a Change in
		Control, be cancelled in exchange for a payment in an amount equal to (i) the
		excess of the consideration paid per share of Stock in the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Change in Control over the exercise or
		purchase price (if any) per share of Stock subject to the Award multiplied by
		(ii) the number of Shares granted under the Option or SAR.
	 

	 
		8. General Provisions.
	 

	 
		(a) Nontransferability. Unless otherwise determined by the Committee, Awards
		shall not be transferable by a Grantee except by will or the laws of descent
		and distribution and shall be exercisable during the lifetime of a Grantee only
		by such Grantee or his guardian or legal representative.
	 

	 
		(b) No Right to Continued Employment, etc. Nothing in the Plan or in any Award, any Award
		Agreement or other agreement entered into pursuant hereto shall confer upon any
		Grantee the right to continue in the employ or service of the Company or
		Subsidiary of the Company or to be entitled to any remuneration or benefits not
		set forth in the Plan or such Award Agreement or other agreement or to
		interfere with or limit in any way the right of the Company or any such
		Subsidiary to terminate such Grantee’s employment or independent
		contractor relationship.
	 

	 
		(c) Taxes. The
		Company or any Subsidiary of the Company is authorized to withhold from any
		Award granted, any payment relating to an Award under the Plan, including from
		a distribution of Stock, or any other payment to a Grantee, amounts of
		withholding and other taxes due in connection with any transaction involving an
		Award, and to take such other action as the Committee may deem advisable to
		enable the Company and Grantees to satisfy obligations for the payment of
		withholding taxes and other tax obligations relating to any Award. This
		authority shall include authority to withhold or receive Stock or other
		property and to make cash payments in respect thereof in satisfaction of a
		Grantee’s tax obligations. The Committee may provide in the Award
		Agreement that in the event that a Grantee is required to pay any amount to be
		withheld in connection with the issuance of shares of Stock in settlement or
		exercise of an Award, such withholding and other taxes shall be satisfied with
		shares of Stock to be received upon settlement or exercise of such Award equal
		to the minimum amount required to be withheld.
	 

	 
		(d) Stockholder Approval; Amendment and
		Termination. 
	 

	 
		(i) The Plan shall take effect upon its
		adoption by the Board. 
	 

	 
		(ii) The Board may at any time and from time
		to time alter, amend, suspend, or terminate the Plan in whole or in part;
		provided, however, that unless otherwise determined by the Board, an amendment
		that results in a Repricing and an amendment that requires stockholder approval
		in order for the Plan to continue to comply with Section 162(m) or any other
		law, regulation or stock exchange requirement shall not be effective unless
		approved by the requisite vote of stockholders. Notwithstanding the foregoing,
		no amendment to or termination of the Plan shall affect adversely any 
	 

	 
		 
	 

	 
		 
	 

	 
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		of the rights of any Grantee, without such
		Grantee’s consent, under any Award theretofore granted under the
		Plan.
	 

	 
		(e) Expiration of Plan. Unless earlier terminated by the Board pursuant to the
		provisions of the Plan, the Plan shall expire on the tenth anniversary of the
		date of the Plan’s adoption by the Board. No Awards shall be granted under
		the Plan after such expiration date. The expiration of the Plan shall not
		affect adversely any of the rights of any Grantee, without such Grantee’s
		consent, under any Award theretofore granted.
	 

	 
		(f) No Rights to Awards; No Stockholder
		Rights. No Grantee shall have any claim
		to be granted any Award under the Plan, and there is no obligation for
		uniformity of treatment of Grantees. Except as provided specifically herein, a
		Grantee or a transferee of an Award shall have no rights as a stockholder with
		respect to any shares of Stock covered by the Award until the date of the
		issuance of a Stock certificate to him for such shares or the issuance of
		shares to him in book-entry form.
	 

	 
		(g) Unfunded Status of Awards. The Plan is intended to constitute an
		“unfunded” plan for incentive and deferred compensation. With respect
		to any payments not yet made to a Grantee pursuant to an Award, nothing
		contained in the Plan or any Award shall give any such Grantee any rights that
		are greater than those of a general creditor of the Company.
	 

	 
		(h) No Fractional Shares. No fractional shares of Stock shall be required to be
		issued or delivered pursuant to the Plan or any Award. The Committee shall
		determine whether cash, other Awards, or other property shall be issued or paid
		in lieu of such fractional shares of Stock or whether such fractional shares or
		any rights thereto shall be forfeited or otherwise eliminated.
	 

	 
		(i) Regulations and Other
		Approvals.
	 

	 
		(i) The obligation of the Company to sell or
		deliver Stock with respect to any Award granted under the Plan shall be subject
		to all applicable laws, rules and regulations, including all applicable federal
		and state securities laws, and the obtaining of all such approvals by
		governmental agencies as may be deemed necessary or appropriate by the
		Committee.
	 

	 
		(ii) Each Award is subject to the
		requirement that, if at any time the Committee determines, in its absolute
		discretion, that the listing, registration or qualification of Stock issuable
		pursuant to the Plan is required by any securities exchange or under any state
		or federal law, or the consent or approval of any governmental regulatory body
		is necessary or desirable as a condition of, or in connection with, the grant
		of an Award or the issuance of Stock, no such Award shall be granted or payment
		made or Stock issued, in whole or in part, unless listing, 
	 

	 
		 
	 

	 
		 
	 

	 
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		registration, qualification, consent or
		approval has been effected or obtained free of any conditions not acceptable to
		the Committee.
	 

	 
		(iii) In the event that the disposition of
		Stock acquired pursuant to the Plan is not covered by a then current
		registration statement under the Securities Act and is not otherwise exempt
		from such registration, such Stock shall be restricted against transfer to the
		extent required by the Securities Act or regulations thereunder, and the
		Committee may require a Grantee receiving Stock pursuant to the Plan, as a
		condition precedent to receipt of such Stock, to represent to the Company in
		writing that the Stock acquired by such Grantee is acquired for investment only
		and not with a view to distribution.
	 

	 
		(j) Governing Law.
		The Plan and all determinations made and actions taken pursuant hereto shall be
		governed by the laws of the State of Nevada without giving
		effect to the conflict of laws principles thereof.
	 

	 
		(k) Foreign Employees. Awards may be granted to employees who are foreign
		nationals or employed outside the United States, or both, on such terms and
		conditions different from those applicable to Awards to employees employed in
		the United States as may, in the judgment of the Committee, be necessary or
		desirable in order to recognize differences in local law or tax policy. The
		Committee also may impose conditions on the exercise or vesting of Awards in
		order to minimize the Company's obligation with respect to tax equalization for
		employees on assignments outside their home country.
	 

	 
		 
	 

	 
		 
	 

	 
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