ASIA
        TIME CORPORATION

       

      AMENDED
        AND RESTATED

      2008
        EQUITY INCENTIVE PLAN


       

      ARTICLE
        ONE


       

      GENERAL
        PROVISIONS

       

      
        	 	
                I.

              	
                PURPOSE
                  OF THE PLAN

              


      

       

      This
        2008
        Equity Incentive Plan is intended to promote the interests of ASIA TIME
        CORPORATION, a Delaware corporation, by providing eligible persons in the
        Corporation’s employ or service with the opportunity to acquire a proprietary
        interest, or otherwise increase their proprietary interest, in the Corporation
        as an incentive for them to continue in such employ or service. 

       

      Capitalized
        terms herein shall have the meanings assigned to such terms in the attached
        Appendix.

       

      
        	 	
                II.

              	
                STRUCTURE
                  OF THE PLAN

              


      

       

      A. The
        Plan
        shall be divided into two (2) separate equity programs:

       

      (i) the
        Option Grant Program under which eligible persons may, at the discretion
        of the
        Plan Administrator, be granted options to purchase shares of Common Stock,
        and

       

      (ii) the
        Stock
        Issuance Program under which eligible persons may, at the discretion of the
        Plan
        Administrator, be issued shares of Common Stock directly, either through
        the
        immediate purchase of such shares or as a bonus for services rendered the
        Corporation (or any Parent or Subsidiary). 

       

      B. The
        provisions of Articles One and Four shall apply to both equity programs under
        the Plan and shall accordingly govern the interests of all persons under
        the
        Plan.

       

      
        	 	
                III.

              	
                ADMINISTRATION
                  OF THE PLAN

              


      

       

      A. The
        Plan
        shall be administered by the Board. However, any or all administrative functions
        otherwise exercisable by the Board may be delegated to the Committee. Members
        of
        the Committee shall serve for such period of time as the Board may determine
        and
        shall be subject to removal by the Board at any time. The Board may also
        at any
        time terminate the functions of the Committee and reassume all powers and
        authority previously delegated to the Committee.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      B. The
        Plan
        Administrator shall have full power and authority (subject to the provisions
        of
        the Plan) to establish such rules and regulations as it may deem appropriate
        for
        proper administration of the Plan and to make such determinations under,
        and
        issue such interpretations of, the Plan and any outstanding options or stock
        issuances thereunder as it may deem necessary or advisable. Decisions of
        the
        Plan Administrator shall be final and binding on all parties who have an
        interest in the Plan or any option grant or stock issuance
        thereunder.

       

      
        	 	
                IV.

              	
                ELIGIBILITY

              


      

       

      A. The
        persons eligible to participate in the Plan are as follows:

       

      (i) Employees,

       

      (ii) non-employee
        members of the Board or the non-employee members of the board of directors
        of
        any Parent or Subsidiary, and

       

      (iii) consultants
        and other independent advisors who provide services to the Corporation (or
        any
        Parent or Subsidiary).

       

      B. The
        Plan
        Administrator shall have full authority to determine, (i) with respect to
        the
        grants made under the Option Grant Program, which eligible persons are to
        receive such grants, the time or times when those grants are to be made,
        the
        number of shares to be covered by each such grant, the status of the granted
        option as either an Incentive Option or a Non-Statutory Option, the time
        or
        times when each option is to become exercisable, the vesting schedule (if
        any)
        applicable to the option shares and the maximum term for which the option
        is to
        remain outstanding, and (ii) with respect to stock issuances made under the
        Stock Issuance Program, which eligible persons are to receive such issuances,
        the time or times when those issuances are to be made, the number of shares
        to
        be issued to each Participant, the vesting schedule (if any) applicable to
        the
        issued shares and the consideration to be paid by the Participant for such
        shares.

       

      C. The
        Plan
        Administrator shall have the absolute discretion either to grant options
        in
        accordance with the Option Grant Program or to effect stock issuances in
        accordance with the Stock Issuance Program.

       

      
        	 	
                V.

              	
                STOCK
                  SUBJECT TO THE PLAN

              


      

       

      A. The
        stock
        issuable under the Plan shall be shares of authorized but unissued or reacquired
        Common Stock. The maximum number of shares of Common Stock which may be issued
        over the term of the Plan shall not exceed Two Million Five Hundred Thousand
        (2,500,000) shares. The aggregate number of shares of Common Stock that the
        Plan
        Administrator may issue pursuant to the Plan during any twelve (12) month
        period
        during the term of the Plan may not exceed ten percent (10%) of the average
        number of issued and outstanding shares during such twelve (12) month
        period.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      B. Shares
        of
        Common Stock subject to outstanding options shall be available for subsequent
        issuance under the Plan to the extent (i) the options expire or terminate
        for
        any reason prior to exercise in full or (ii) the options are cancelled in
        accordance with the cancellation-regrant provisions of Article Two. Unvested
        shares issued under the Plan and subsequently repurchased by the Corporation,
        at
        a price per share not greater than the option exercise or direct issue price
        paid per share, pursuant to the Corporation’s repurchase rights under the Plan
        shall be added back to the number of shares of Common Stock reserved for
        issuance under the Plan and shall accordingly be available for reissuance
        through one or more subsequent option grants or direct stock issuances under
        the
        Plan.

       

      C. Should
        any change be made to the Common Stock by reason of any stock split, stock
        dividend, recapitalization, combination of shares, exchange of shares or
        other
        change affecting the outstanding Common Stock as a class without the
        Corporation’s receipt of consideration, proportionate adjustments shall be made
        to (i) the maximum number and/or class of securities issuable under the Plan,
        including the number of shares by which the maximum number of shares may
        be
        increased annually, and the per individual limitations on the number of shares
        of Common Stock that may be issued and (ii) the number and/or class of
        securities and the exercise price per share in effect under each outstanding
        option in order to prevent the dilution or enlargement of benefits thereunder.
        The adjustments determined by the Plan Administrator shall be final, binding
        and
        conclusive. In no event shall any such adjustments be made in connection
        with
        the conversion of one or more outstanding shares of the Corporation’s preferred
        stock into shares of Common Stock.

       

      ARTICLE
        TWO


       

      OPTION
        GRANT PROGRAM

       

      
        	 	
                I.

              	
                OPTION
                  TERMS

              


      

       

      Each
        option shall be evidenced by one or more documents in the form approved by
        the
        Plan Administrator; provided,
        however,
        that
        each such document shall comply with the terms specified below. Each document
        evidencing an Incentive Option shall, in addition, be subject to the provisions
        of the Plan applicable to such options.

       

      A. Exercise
        Price.

       

      1. The
        exercise price per share shall be fixed by the Plan Administrator in accordance
        with the following provisions:

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      (i) The
        exercise price per share shall not be less than one hundred percent (100%)
        of
        the Fair Market Value per share of Common Stock on the option grant
        date.

       

      (ii) Until
        such time as the Corporation becomes subject to the reporting requirements
        of
        Section 13 or 15(d) of the 1934 Act, if the person to whom the option is
        granted
        is a 10% Stockholder, then the exercise price per share shall not be less
        than
        one hundred ten percent (110%) of the Fair Market Value per share of Common
        Stock on the option grant date.

       

      2. The
        exercise price shall become immediately due upon exercise of the option and
        shall, subject to the provisions of Section I of Article Four and the documents
        evidencing the option, be payable in cash or check made payable to the
        Corporation. Should the Common Stock be registered under Section 12 of the
        1934
        Act at the time the option is exercised, then the exercise price may also
        be
        paid as follows:

       

      (i) in
        shares
        of Common Stock held for the requisite period necessary to avoid a charge
        to the
        Corporation’s earnings for financial reporting purposes and valued at Fair
        Market Value on the Exercise Date, or

       

      (ii) to
        the
        extent the option is exercised for vested Option Shares and unless prohibited
        by
        Section 402 of the Sarbanes Oxley Act of 2002, through payment in accordance
        with a brokerage transaction as permitted under the provisions of Regulation
        T
        applicable to cashless exercises promulgated by the Federal Reserve Board
        out of
        the sale proceeds available on the settlement date of sufficient funds to
        cover
        the aggregate exercise price payable for the purchased shares plus all
        applicable income and employment taxes required to be withheld by the
        Corporation by reason of such exercise and the Optionee shall concurrently
        provide irrevocable instructions to the Corporation to deliver the certificates
        for the purchased shares directly to a brokerage firm in order to complete
        the
        sale.

       

      Except
        to
        the extent such sale and remittance procedure is utilized, payment of the
        exercise price for the purchased shares must be made on the Exercise
        Date.

       

      B. Exercise
        and Term of Options.
        Each
        option shall be exercisable at such time or times, during such period and
        for
        such number of shares as shall be determined by the Plan Administrator and
        set
        forth in the documents evidencing the option grant. However, no option shall
        have a term in excess of ten (10) years measured from the option grant
        date.

       

      C. Effect
        of Termination of Service.

       

      1. The
        following provisions shall govern the exercise of any options held by the
        Optionee at the time of cessation of Service or death:

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      (i) Should
        the Optionee cease to remain in Service for any reason other than death,
        Disability or Misconduct, then the Optionee shall have a period of thirty
        (30)
        days following the date of such cessation of Service during which to exercise
        each outstanding option held by such Optionee.

       

      (ii) Should
        Optionee’s Service terminate by reason of Disability, then the Optionee shall
        have a period of six (6) months following the date of such cessation of Service
        during which to exercise each outstanding option held by such Optionee.


       

      (iii) If
        the
        Optionee dies while holding an outstanding option, then the personal
        representative of his or her estate or the person or persons to whom the
        option
        is transferred pursuant to the Optionee’s will or the laws of inheritance or the
        Optionee’s designated beneficiary or beneficiaries of that option shall have a
        six (6)-month period following the date of the Optionee’s death to exercise such
        option. 

       

      (iv) Under
        no
        circumstances, however, shall any such option be exercisable after the specified
        expiration of the option term.

       

      (v) During
        the applicable post-Service exercise period, the option may not be exercised
        in
        the aggregate for more than the number of vested shares for which the option
        is
        exercisable on the date of the Optionee’s cessation of Service. Upon the
        expiration of the applicable exercise period or (if earlier) upon the expiration
        of the option term, the option shall terminate and cease to be outstanding
        for
        any vested shares for which the option has not been exercised. However, the
        option shall, immediately upon the Optionee’s cessation of Service, terminate
        and cease to be outstanding with respect to any and all option shares for
        which
        the option is not otherwise at the time exercisable or in which the Optionee
        is
        not otherwise at that time vested. 

       

      (vi) Should
        Optionee’s Service be terminated for Misconduct or should Optionee otherwise
        engage in Misconduct while holding one or more outstanding options under
        the
        Plan, then all those options shall terminate immediately and cease to remain
        outstanding.

       

      2. The
        Plan
        Administrator shall have the discretion, exercisable either at the time an
        option is granted or at any time while the option remains outstanding,
        to:

       

      (i) extend
        the period of time for which the option is to remain exercisable following
        Optionee’s cessation of Service or death from the limited period otherwise in
        effect for that option to such greater period of time as the Plan Administrator
        shall deem appropriate, but in no event beyond the expiration of the option
        term, and/or

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      (ii) permit
        the option to be exercised, during the applicable post-Service exercise period,
        not only with respect to the number of vested shares of Common Stock for
        which
        such option is exercisable at the time of the Optionee’s cessation of Service
        but also with respect to one or more additional installments in which the
        Optionee would have vested under the option had the Optionee continued in
        Service.

       

      D. Stockholder
        Rights.
        The
        holder of an option shall have no stockholder rights with respect to the
        shares
        subject to the option until such person shall have exercised the option,
        paid
        the exercise price and become the recordholder of the purchased
        shares.

       

      E. Exercisability
        and Unvested Shares.
        Options
        shall be exercisable at such time or times and subject to such waiting periods,
        exercise dates, restrictions on exercise and other terms and conditions as
        shall
        be determined by the Plan Administrator at or after the time of grant. The
        Plan
        Administrator shall have the discretion to grant options which are exercisable
        for unvested shares of Common Stock. A Participant shall vest separately
        in each
        Option granted hereunder in accordance with a schedule determined by the
        Plan
        Administrator, in its sole discretion. The Plan Administrator may provide,
        in
        its discretion, that any option shall be exercisable only in installments,
        and
        the Plan Administrator may waive such installment exercise provisions at
        any
        time in whole or in part based on such factors as the Plan Administrator
        may
        determine in its sole discretion. Should the Optionee cease Service while
        holding such unvested shares, the Corporation shall have the right to repurchase
        any or all of those unvested shares at a price per share equal to the
        lower of (i)
        the
        exercise price paid per share or (ii) the Fair Market Value per share of
        Common
        Stock at the time of Optionee’s cessation of Service. The terms upon which such
        repurchase right shall be exercisable (including the period and procedure
        for
        exercise and the appropriate vesting schedule for the purchased shares) shall
        be
        established by the Plan Administrator and set forth in the document evidencing
        such repurchase right. Until such time as the Corporation becomes subject
        to the
        reporting requirements of Section 13 or 15(d) of the 1934 Act, the Plan
        Administrator may not impose a vesting schedule upon any option grant or
        the
        shares of Common Stock subject to the right of repurchase which is more
        restrictive than twenty percent (20%) per year vesting, with the initial
        vesting
        to occur not later than one (1) year after the option grant date. However,
        such
        limitation shall not be applicable to any option grants made to individuals
        who
        are officers of the Corporation, non-employee Board members or independent
        consultants.

       

      F. Individual
        Limit.
        In any
        calendar year, no Participant may receive options that relate to more than
        Two
        Million (2,000,000) shares. The foregoing limitation will be adjusted
        proportionately in connection with any change in the Corporation’s
        capitalization as described in Section V.C. of Article I. If an option is
        cancelled in the same calendar year in which it was granted (other than in
        connection with a Change of Control) the cancelled option will be counted
        against the limit set forth in this subsection F. For this purpose, if the
        exercise price of an option is reduced, the transaction will be treated as
        a
        cancellation of the option and the grant of a new option. This subsection
        F
        applies only with respect to option grants that are made at the end of the
        transition period prescribed by the regulations under Code Section
        162(m).

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      G. Limited
        Transferability of Options.
        An
        Incentive Stock Option shall be exercisable only by the Optionee during his
        or
        her lifetime and shall not be assignable or transferable other than by will
        or
        by the laws of inheritance following the Optionee’s death. If permitted by
        applicable law and if the Agreement so provides, a Non-Statutory Option may
        be
        transferred by an Optionee to the Optionee’s family members as a gift, whether
        directly or indirectly, or by means of a trust or partnership or otherwise,
        or
        pursuant to a qualified domestic relations order as defined in the Code or
        Title
        1 of the Employee Retirement Income Security Act of 1974, as amended,
provided,
        that,
        if the
        Corporation is subject to the reporting requirements of Section 13 or 15(d)
        of
        the Exchange Act, then as otherwise permitted pursuant to General Instructions
        A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, or any
        successor thereto. For purposes of this Plan, unless otherwise determined
        by the
        Plan Administrator, "family
        member"
        shall
        have the meaning given to such term in Rule 701 promulgated under the Securities
        Act, provided,
        that,
        if the
        Corporation is subject to the reporting requirements of Section 13 or 15(d)
        of
        the Exchange Act, then it shall have the meaning given to such term in General
        Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended,
        or any successor thereto.  The
        assigned portion may only be exercised by the person or persons who acquire
        a
        proprietary interest in the Non-Statutory Option pursuant to the assignment.
        The
        terms applicable to the assigned portion shall be the same as those in effect
        for the option immediately prior to such assignment and shall be set forth
        in
        such documents issued to the assignee as the Plan Administrator may deem
        appropriate. Notwithstanding the foregoing, the Optionee may also designate
        one
        or more persons as the beneficiary or beneficiaries of his or her outstanding
        options under the Plan, and those options shall, in accordance with such
        designation, automatically be transferred to such beneficiary or beneficiaries
        upon the Optionee’s death while holding those options. Such beneficiary or
        beneficiaries shall take the transferred options subject to all the terms
        and
        conditions of the applicable agreement evidencing each such transferred option,
        including (without limitation) the limited time period during which the option
        may be exercised following the Optionee’s death.

       

      
        	 	
                II.

              	
                INCENTIVE
                  OPTIONS

              


      

       

      The
        terms
        specified below shall be applicable to all Incentive Options. Except as modified
        by the provisions of this Section II, all the provisions of Articles One,
        Two
        and Four shall be applicable to Incentive Options. Options which are
        specifically designated as Non-Statutory Options shall not be subject to
        the
        terms of this Section II.

       

      A. Eligibility.
        Incentive Options may only be granted to Employees.

       

      B. Exercise
        Price.
        The
        exercise price per share shall not be less than one hundred percent (100%)
        of
        the Fair Market Value per share of Common Stock on the option grant date;
        provided,
        however,
        that if
        the person to whom the option is granted is a 10% Stockholder, then the exercise
        price per share shall not be less than one hundred ten percent (110%) of
        the
        Fair Market Value per share of Common Stock on the option grant
        date.

       


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      C. Dollar
        Limitation.
        The
        aggregate Fair Market Value of the shares of Common Stock (determined as
        of the
        respective date or dates of grant) for which one or more options granted
        to any
        Employee under the Plan (or any other option plan of the Corporation or any
        Parent or Subsidiary) may for the first time become exercisable as Incentive
        Options during any one (1) calendar year shall not exceed the sum of One
        Hundred
        Thousand Dollars ($100,000). To the extent the Employee holds two (2) or
        more
        such options which become exercisable for the first time in the same calendar
        year, the foregoing limitation on the exercisability of such options as
        Incentive Options shall be applied on the basis of the order in which such
        options are granted.

       

      D. 10%
        Stockholder.
        If any
        Employee to whom an Incentive Option is granted is a 10% Stockholder, then
        the
        option term shall not exceed five (5) years measured from the option grant
        date.

       

      
        	 	
                III.

              	
                CHANGE
                  IN CONTROL

              


      

       

      A. In
        the
        event of a pending or threatened Change of Control, the Plan Administrator
        may,
        in its sole and absolute discretion, and to the extent the acceleration of
        options is not subject to other limitations imposed by the Plan Administrator
        at
        the time of the option grant or otherwise in accordance with the terms of
        the
        Plan, take any one or more of the following actions: 

       

      (i) provide
        that some or all of the options outstanding under the Plan at the time of
        a
        Change in Control shall automatically vest in full so that each such option
        shall, immediately prior to the effective date of the Change in Control,
        become
        exercisable for all of the shares of Common Stock at the time subject to
        that
        option and may be exercised for any or all of those shares as fully-vested
        shares of Common Stock; or

       

      (ii) provide
        that some or all of the outstanding options previously granted under the
        Plan,
        whether or not then exercisable, shall terminate as of a date before or at
        the
        time of the Change of Control without any payment to the holder of the option,
        provided the Plan Administrator gives prior written notice to the Participants
        of such termination and gives such Participants the right to exercise their
        outstanding options before such date to the extent then exercisable;
        or

       

      (iii) provide
        that some or all of the options will be assumed by the successor corporation
        (or
        parent thereof) or otherwise continued in full force and effect pursuant
        to the
        terms of the Change in Control transaction in effect; or 

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      (iv) provide
        that at or immediately following the consummation of the Change in Control,
        some
        or all outstanding options shall terminate and cease to be outstanding, except
        to the extent assumed by the successor corporation (or parent thereof) or
        otherwise continued in effect pursuant to the terms of the Change in Control
        transaction; or

       

      (v) provide
        that some or all outstanding options are to be replaced with a cash incentive
        program of the Corporation or any successor corporation which preserves the
        spread existing on the unvested option shares at the time of the Change in
        Control and provides for subsequent payout of that spread in accordance with
        the
        same vesting schedule applicable to those unvested option shares;
        or

       

      (vi) provide
        that before or at the time of the Change of Control some or all outstanding
        options previously granted under the Plan shall terminate, whether or not
        then
        exercisable, in consideration of payment to the holder of the option, with
        respect to each share of Common Stock for which the option is then exercisable,
        of the excess, if any, of the Fair Market Value on such date of the Common
        Stock
        subject to the exercisable portion of the option over the exercise price
        of such
        option; or

       

      (vii) provide
        that upon the occurrence of a Change in Control, some or all outstanding
        options
        previously granted under the Plan shall be subject to the terms of any
        applicable agreement of merger or reorganization relating to such Change
        in
        Control.

       

      B. In
        the
        event of a pending or threatened Change of Control, the Plan Administrator
        may,
        in its sole and absolute discretion, and to the extent the treatment of
        outstanding repurchase rights are not subject to other limitations imposed
        by
        the Plan Administrator at the time the repurchase right is issued or otherwise
        in accordance with the terms of the Plan, take any one or more of the following
        actions: 

       

      (i) provide
        that some or all outstanding repurchase rights shall terminate automatically,
        and the shares of Common Stock subject to those terminated rights shall
        immediately vest in full, in the event of any Change in Control; or

       

      (ii) provide
        that some or all of the shares of Common Stock subject to outstanding repurchase
        rights shall be exchanged or otherwise converted into the right to receive
        cash
        or other adequate consideration (including, without limitation, such
        consideration as received by other stockholders of the Company in connection
        with the Change in Control); or

       

      (iii) provide
        that some or all repurchase rights are assigned to the successor corporation
        (or
        parent thereof) or otherwise continue in full force and effect pursuant to
        the
        terms of the Change in Control transaction; or

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      (iv) provide
        that some or all unvested shares will be repurchased before or on the Control
        Change Date pursuant to the Corporation’s right of repurchase; or

       

      (v) provide
        that upon the occurrence of a Change in Control, some or all of the shares
        of
        Common Stock subject to outstanding repurchase rights shall be subject to
        the
        terms of any applicable agreement of merger or reorganization relating to
        such
        Change in Control.

       

      C. If
        applicable, each option which is assumed in connection with a Change in Control
        or otherwise continued in effect shall be appropriately adjusted, immediately
        after such Change in Control, to apply to the number and class of securities
        which would have been issuable to the Optionee in consummation of such Change
        in
        Control, had the option been exercised immediately prior to such Change in
        Control. Appropriate adjustments shall also be made to (i) the number and
        class
        of securities available for issuance under the Plan following the consummation
        of such Change in Control and (ii) the exercise price payable per share under
        each outstanding option, provided
        the
        aggregate exercise price payable for such securities shall remain the same.
        To
        the extent the actual holders of the Corporation’s outstanding Common Stock
        receive cash consideration for their Common Stock in consummation of the
        Change
        in Control, the successor corporation may, in connection with the assumption
        of
        the outstanding options under this Plan, substitute one or more shares of
        its
        own common stock with a fair market value equivalent to the cash consideration
        paid per share of Common Stock in such Change in Control.

       

      D. The
        Plan
        Administrator shall have the discretion, exercisable either at the time the
        option is granted or at any time while the option remains outstanding, to
        structure one or more options so that those options shall automatically
        accelerate and vest in full (and any repurchase rights of the Corporation
        with
        respect to the unvested shares subject to those options shall immediately
        terminate) upon the occurrence of a Change in Control, whether or not those
        options are to be assumed in the Change in Control or otherwise continued
        in
        effect.

       

      E. The
        Plan
        Administrator shall also have full power and authority, exercisable either
        at
        the time the option is granted or at any time while the option remains
        outstanding, to structure such option so that the shares subject to that
        option
        will automatically vest on an accelerated basis should the Optionee’s Service
        terminate by reason of an Involuntary Termination within a designated period
        (not to exceed eighteen (18) months) following the effective date of any
        Change
        in Control in which the option is assumed or otherwise continued in effect
        and
        the repurchase rights applicable to those shares do not otherwise terminate.
        Any
        option so accelerated shall remain exercisable for the fully-vested option
        shares until the expiration or sooner termination of the option term. In
        addition, the Plan Administrator may provide that one or more of the
        Corporation’s outstanding repurchase rights with respect to shares held by the
        Optionee at the time of such Involuntary Termination shall immediately terminate
        on an accelerated basis, and the shares subject to those terminated rights
        shall
        accordingly vest at that time.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      F. The
        portion of any Incentive Option accelerated in connection with a Change in
        Control shall remain exercisable as an Incentive Option only to the extent
        the
        applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded.
        To
        the extent such dollar limitation is exceeded, the accelerated portion of
        such
        option shall be exercisable as a Non-Statutory Option under the Federal tax
        laws.

       

      G. The
        grant
        of options under the Plan shall in no way affect the right of the Corporation
        to
        adjust, reclassify, reorganize or otherwise change its capital or business
        structure or to merge, consolidate, dissolve, liquidate or sell or transfer
        all
        or any part of its business or assets.

       

      
        	 	
                IV.

              	
                CANCELLATION
                  AND REGRANT OF OPTIONS

              


      

       

      The
        Plan
        Administrator shall have the authority to effect, at any time and from time
        to
        time, with the consent of the affected option holders, the cancellation of
        any
        or all outstanding options under the Plan and to grant in substitution therefor
        new options covering the same or different number of shares of Common Stock
        but
        with an exercise price per share based on the Fair Market Value per share
        of
        Common Stock on the new option grant date.

       

      ARTICLE
        THREE

       

      STOCK
        ISSUANCE PROGRAM

       

      
        	 	
                I.

              	
                STOCK
                  ISSUANCE TERMS

              


      

       

      Shares
        of
        Common Stock may be issued under the Stock Issuance Program through direct
        and
        immediate issuances without any intervening option grants. Each such stock
        issuance shall be evidenced by a Stock Issuance Agreement which complies
        with
        the terms specified below.

       

      A. Purchase
        Price.

       

      1. The
        purchase price per share shall be fixed by the Plan Administrator but shall
        not
        be less than eighty-five percent (85%) of the Fair Market Value per share
        of
        Common Stock on the issue date. However, the purchase price per share of
        Common
        Stock issued to a 10% Stockholder shall not be less than one hundred percent
        (100%) of such Fair Market Value.

       

      2. Subject
        to the provisions of Section I of Article Four, shares of Common Stock may
        be
        issued under the Stock Issuance Program for any of the following items of
        consideration which the Plan Administrator may deem appropriate in each
        individual instance:

       

      (i) cash
        or
        check made payable to the Corporation, or

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      (ii) past
        services rendered to the Corporation (or any Parent or Subsidiary).

       

      B. Vesting
        Provisions.

       

      1. Shares
        of
        Common Stock issued under the Stock Issuance Program may, in the discretion
        of
        the Plan Administrator, be fully and immediately vested upon issuance or
        may
        vest in one or more installments over the Participant’s period of Service or
        upon attainment of specified performance objectives. Until such time as the
        Corporation becomes subject to the reporting requirements of Section 13 or
        15(d)
        of the 1934 Act, the Plan Administrator may not impose a vesting schedule
        upon
        any stock issuance effected under the Stock Issuance Program which is more
        restrictive than twenty percent (20%) per year vesting, with initial vesting
        to
        occur not later than one (1) year after the issuance date. Such limitation
        shall
        not apply to any Common Stock issuances made to the officers of the Corporation,
        non-employee Board members or independent consultants.

       

      2. Any
        new,
        substituted or additional securities or other property (including money paid
        other than as a regular cash dividend) which the Participant may have the
        right
        to receive with respect to the Participant’s unvested shares of Common Stock by
        reason of any stock dividend, stock split, recapitalization, combination
        of
        shares, exchange of shares or other change affecting the outstanding Common
        Stock as a class without the Corporation’s receipt of consideration shall be
        issued subject to (i) the same vesting requirements applicable to the
        Participant’s unvested shares of Common Stock and (ii) such escrow arrangements
        as the Plan Administrator shall deem appropriate.

       

      3. The
        Participant shall have full stockholder rights with respect to any shares
        of
        Common Stock issued to the Participant under the Stock Issuance Program,
        whether
        or not the Participant’s interest in those shares is vested. Accordingly, the
        Participant shall have the right to vote such shares and to receive any regular
        cash dividends paid on such shares. 

       

      4. Should
        the Participant cease to remain in Service while holding one or more unvested
        shares of Common Stock issued under the Stock Issuance Program or should
        the
        performance objectives not be attained with respect to one or more such unvested
        shares of Common Stock, then those shares shall be immediately surrendered
        to
        the Corporation for cancellation, and the Participant shall have no further
        stockholder rights with respect to those shares. To the extent the surrendered
        shares were previously issued to the Participant for consideration paid in
        cash
        or cash equivalent (including the Participant’s purchase-money indebtedness),
        the Corporation shall repay to the Participant the
        lower of (i)
        the
        cash consideration paid for the surrendered shares or (ii) the Fair Market
        Value
        of the shares at the time of Participant’s cessation of service and shall cancel
        the unpaid principal balance of any outstanding purchase-money note of the
        Participant attributable to such surrendered shares by the applicable clause
        (i)
        or (ii) amount.

       

      5. The
        Plan
        Administrator may in its discretion waive the surrender and cancellation
        of one
        or more unvested shares of Common Stock (or other assets attributable thereto)
        which would otherwise occur upon the non-completion of the vesting schedule
        applicable to those shares. Such waiver shall result in the immediate vesting
        of
        the Participant’s interest in the shares of Common Stock as to which the waiver
        applies. Such waiver may be effected at any time, whether before or after
        the
        Participant’s cessation of Service or the attainment or non-attainment of the
        applicable performance objectives.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      
        	 	
                II.

              	
                CHANGE
                  IN CONTROL

              


      

       

      A. In
        the
        event of a pending or threatened Change of Control, the Plan Administrator
        may,
        in its sole and absolute discretion, and to the extent the treatment of
        repurchase rights is not subject to other limitations imposed by the Plan
        Administrator at the time of issuance of the repurchase right or otherwise
        in
        accordance with the terms of the Plan, take any one or more of the following
        actions: 

       

      (i) provide
        that upon the occurrence of a Change in Control, some or all outstanding
        repurchase rights under the Stock Issuance Program shall terminate
        automatically, and the shares of Common Stock subject to those terminated
        rights
        shall immediately vest in full; or 

       

      (ii) provide
        that upon the occurrence of a Change in Control, some or all of the shares
        of
        Common Stock subject to outstanding repurchase rights under the Stock Issuance
        Program shall be exchanged or otherwise converted into the right to receive
        cash
        or other adequate consideration (including, without limitation, such
        consideration as received by other stockholders of the Company in connection
        with the Change in Control; or

       

      (iii) provide
        that those repurchase rights are assigned to the successor corporation (or
        parent thereof) or otherwise continued in full force and effect pursuant
        to the
        terms of the Change in Control transaction; or

       

      (iv) provide
        that some or all shares subject to the Corporation’s right of repurchase will be
        repurchased before or at the time of the Change of Control; or

       

      (v) provide
        that upon the occurrence of a Change in Control, some or all of the shares
        of
        Common Stock subject to outstanding repurchase rights under the Stock Issuance
        Program shall be subject to the terms of any applicable agreement of merger
        or
        reorganization relating to such Change in Control.

       

      B. The
        Plan
        Administrator shall have the discretionary authority, exercisable either
        at the
        time the unvested shares are issued or any time while the Corporation’s
        repurchase rights with respect to those shares remain outstanding, to provide
        that those rights shall automatically terminate on an accelerated basis,
        and the
        shares of Common Stock subject to those terminated rights shall immediately
        vest, in the event the Participant’s Service should subsequently terminate by
        reason of an Involuntary Termination within a designated period (not to exceed
        eighteen (18) months) following the effective date of any Change in Control
        in
        which those repurchase rights are assigned to the successor corporation (or
        parent thereof) or otherwise continued in full force and effect.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      
        	 	
                III.

              	
                SHARE
                  ESCROW/LEGENDS

              


      

       

      Unvested
        shares may, in the Plan Administrator’s discretion, be held in escrow by the
        Corporation until the Participant’s interest in such shares vests or may be
        issued directly to the Participant with restrictive legends on the certificates
        evidencing those unvested shares. 

       

      ARTICLE
        FOUR


       

      MISCELLANEOUS

       

      
        	 	
                I.

              	
                FINANCING

              


      

       

      To
        the
        extent permitted by applicable law, the Plan Administrator may permit any
        Optionee or Participant to pay the option exercise price under the Option
        Grant
        Program or the purchase price for shares issued under the Stock Issuance
        Program
        by delivering a full-recourse promissory note payable in one or more
        installments which bears interest at a market rate and is secured by the
        purchased shares. However, any promissory note delivered by a consultant
        must be
        secured by collateral in addition to the purchased shares of Common Stock.
        In no
        event may the maximum credit available to the Optionee or Participant exceed
        the
        sum of (i) the aggregate option exercise price or purchase price payable
        for the
        purchased shares plus (ii) any applicable income and employment tax liability
        incurred by the Optionee or the Participant in connection with the option
        exercise or share purchase.

       

      
        	 	
                II.

              	
                EFFECTIVE
                  DATE AND TERM OF PLAN

              


      

       

      A. The
        Plan
        shall become effective when approved by the Corporation’s stockholders. The Plan
        Administrator may grant options and issue shares under the Plan at any time
        after the effective date of the Plan and before the date fixed herein for
        termination of the Plan.

       

      B. The
        Plan
        shall terminate upon the earliest
        of (i)
        the expiration of the ten (10)-year period measured from the date the Plan
        is
        adopted by the Board, (ii) the date on which all shares available for issuance
        under the Plan shall have been issued as vested shares or (iii) the termination
        of all outstanding options in connection with a Change in Control. All options
        and unvested stock issuances outstanding at the time of a clause (i) termination
        event shall continue to have full force and effect in accordance with the
        provisions of the documents evidencing those options or issuances.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      
        	 	
                III.

              	
                AMENDMENT
                  OF THE PLAN

              


      

       

      A. The
        Board
        shall have complete and exclusive power and authority to amend or modify
        the
        Plan in any or all respects. However, no such amendment or modification shall
        adversely affect the rights and obligations with respect to options or unvested
        stock issuances at the time outstanding under the Plan unless the Optionee
        or
        the Participant consents to such amendment or modification. In addition,
        certain
        amendments may require stockholder approval pursuant to applicable laws and
        regulations.

       

      B. Options
        may be granted under the Option Grant Program and shares may be issued under
        the
        Stock Issuance Program which are in each instance in excess of the number
        of
        shares of Common Stock then available for issuance under the Plan, provided
        any
        excess shares actually issued under those programs shall be held in escrow
        until
        there is obtained stockholder approval of an amendment sufficiently increasing
        the number of shares of Common Stock available for issuance under the Plan.
        If
        such stockholder approval is not obtained within twelve (12) months after
        the
        date the first such excess grants or issuances are made, then (i) any
        unexercised options granted on the basis of such excess shares shall terminate
        and cease to be outstanding and (ii) the Corporation shall promptly refund
        to
        the Optionees and the Participants the exercise or purchase price paid for
        any
        excess shares issued under the Plan and held in escrow, together with interest
        (at the applicable Short Term Federal Rate) for the period the shares were
        held
        in escrow, and such shares shall thereupon be automatically cancelled and
        cease
        to be outstanding.

       

      
        	 	
                IV.

              	
                USE
                  OF PROCEEDS

              


      

       

      Any
        cash
        proceeds received by the Corporation from the sale of shares of Common Stock
        under the Plan shall be used for general corporate purposes.

       

      
        	 	
                V.

              	
                WITHHOLDING

              


      

       

      The
        Corporation’s obligation to deliver shares of Common Stock upon the exercise of
        any options granted under the Plan or upon the issuance or vesting of any
        shares
        issued under the Plan shall be subject to the satisfaction of all applicable
        income and employment tax withholding requirements.

       

      
        	 	
                VI.

              	
                REGULATORY
                  APPROVALS

              


      

       

      The
        implementation of the Plan, the granting of any options under the Plan and
        the
        issuance of any shares of Common Stock (i) upon the exercise of any option
        or
        (ii) under the Stock Issuance Program shall be subject to the Corporation’s
        procurement of all approvals and permits required by regulatory authorities
        having jurisdiction over the Plan, the options granted under it and the shares
        of Common Stock issued pursuant to it.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      
        	 	
                VII.

              	
                NO
                  EMPLOYMENT OR SERVICE
                  RIGHTS

              


      

       

      Nothing
        in the Plan shall confer upon the Optionee or the Participant any right to
        continue in Service for any period of specific duration or interfere with
        or
        otherwise restrict in any way the rights of the Corporation (or any Parent
        or
        Subsidiary employing or retaining such person) or of the Optionee or the
        Participant, which rights are hereby expressly reserved by each, to terminate
        such person’s Service at any time for any reason, with or without
        cause.

       

      
        	 	
                VIII.

              	
                FINANCIAL
                  REPORTS

              


      

       

      If
        required by applicable law, the Corporation shall deliver a balance sheet
        and an
        income statement at least annually to each individual holding an outstanding
        option under the Plan, unless such individual is a key Employee whose duties
        in
        connection with the Corporation (or any Parent or Subsidiary) assure such
        individual access to equivalent information.

       

      
        	 	
                IX.

              	
                COMPLIANCE
                  WITH SECTION 409A OF THE
                  CODE

              


      

       

      The
        Corporation intends that any option granted under the Plan not be considered
        to
        provide for the deferral of compensation under Code Section 409A and that
        any
        other stock issuance that does provide for such deferral of compensation
        shall
        comply with the requirements of Section 409A of the Code and, accordingly,
        this
        Plan shall be so administered and construed. Further, the Corporation may
        modify
        the Plan and any option grant or stock issuance to the extent necessary to
        fulfill this intent. Consistent with the intent of this Section IX, in the
        event
        that any provision that is necessary for the Plan to comply with Section
        409A is
        determined by the Plan Administrator, in its sole discretion, to have been
        omitted, such omitted provision shall be deemed included herein and is hereby
        incorporated as part of the Plan.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      APPENDIX

       

      The
        following definitions shall be in effect under the Plan:

       

      A. Board
        shall
        mean the Corporation’s Board of Directors.

       

      B. Change
        in Control
        shall
        mean a change in ownership or control of the Corporation effected through
        any of
        the following transactions: 

       

      (i) a
        merger,
        consolidation or other reorganization approved by the Corporation’s
        stockholders, unless
        securities representing more than fifty percent (50%) of the total combined
        voting power of the voting securities of the successor corporation are
        immediately thereafter beneficially owned, directly or indirectly and in
        substantially the same proportion, by the persons who beneficially owned
        the
        Corporation’s outstanding voting securities immediately prior to such
        transaction, or

       

      (ii) a
        stockholder-approved sale, transfer or other disposition of all or substantially
        all of the Corporation’s assets in complete liquidation or dissolution of the
        Corporation, or

       

      (iii) the
        acquisition, directly or indirectly by any person or related group of persons
        (other than the Corporation or a person that directly or indirectly controls,
        is
        controlled by, or is under common control with, the Corporation), of beneficial
        ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
        possessing more than fifty percent (50%) of the total combined voting power
        of
        the Corporation’s outstanding securities pursuant to a tender or exchange offer
        made directly to the Corporation’s stockholders.

       

      In
        no
        event shall any public offering of the Corporation’s securities be deemed to
        constitute a Change in Control.

       

      C. Code
        shall
        mean the Internal Revenue Code of 1986, as amended.

       

      D. Committee
        shall
        mean a committee of two (2) or more Board members appointed by the Board
        to
        exercise one or more administrative functions under the Plan. To the extent
        that
        the Plan Administrator determines it is necessary to qualify stock options
        and/or stock issuances under Section 162(m) of the Code, the Plan will be
        administered in accordance with the requirements of Section 162(m) of the
        Code,
        and, to the extent that the Plan Administrator determines it is desirable
        to
        qualify transactions as exempt under Rule 16b-3 of the 1934 Act, transactions
        will be structured to satisfy the requirements of Rule 16b-3 under the 1934
        Act.

       

      E. Common
        Stock
        shall
        mean the Corporation’s common stock.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      


      F. Corporation
        shall
        mean ASIA TIME CORPORATION, a Delaware corporation, and any successor
        corporation to all or substantially all of the assets or voting stock of
        ASIA
        TIME CORPORATION which shall by appropriate action adopt the Plan.

       

      G. Disability
        shall
        mean the inability of the Optionee or the Participant to engage in any
        substantial gainful activity by reason of any medically determinable physical
        or
        mental impairment and shall be determined by the Plan Administrator on the
        basis
        of such medical evidence as the Plan Administrator deems warranted under
        the
        circumstances.

       

      H. Employee
        shall
        mean an individual who is in the employ of the Corporation (or any Parent
        or
        Subsidiary), subject to the control and direction of the employer entity
        as to
        both the work to be performed and the manner and method of
        performance.

       

      I. Exercise
        Date
        shall
        mean the date on which the Corporation shall have received written notice
        of the
        option exercise.

       

      J. Fair
        Market Value
        per
        share of Common Stock on any relevant date shall be determined in accordance
        with the following provisions:

       

      (i) If
        the
        Common Stock is at the time traded on the Nasdaq National Market, then the
        Fair
        Market Value shall be the closing selling price per share of Common Stock
        on the
        date in question, as such price is reported by the National Association of
        Securities Dealers on the Nasdaq National Market and published in The
        Wall Street Journal.
        If
        there is no closing selling price for the Common Stock on the date in question,
        then the Fair Market Value shall be the closing selling price on the last
        preceding date for which such quotation exists.

       

      (ii) If
        the
        Common Stock is at the time listed on any Stock Exchange, then the Fair Market
        Value shall be the closing selling price per share of Common Stock on the
        date
        in question on the Stock Exchange determined by the Plan Administrator to
        be the
        primary market for the Common Stock, as such price is officially quoted in
        the
        composite tape of transactions on such exchange and published in The
        Wall Street Journal.
        If
        there is no closing selling price for the Common Stock on the date in question,
        then the Fair Market Value shall be the closing selling price on the last
        preceding date for which such quotation exists.

       

      (iii) If
        the
        Common Stock is at the time neither listed on any Stock Exchange nor traded
        on
        the Nasdaq National Market, then the Fair Market Value shall be determined
        by
        the Plan Administrator after taking into account such factors as the Plan
        Administrator shall deem appropriate.

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      


      K. Incentive
        Option
        shall
        mean an option which satisfies the requirements of Code Section
        422.

       

      L. Involuntary
        Termination
        shall
        mean the termination of the Service of any individual which occurs by reason
        of:

       

      (i) such
        individual’s involuntary dismissal or discharge by the Corporation for reasons
        other than Misconduct, or

       

      (ii) such
        individual’s voluntary resignation following (A) a change in his or her position
        with the Corporation which materially reduces his or her duties and
        responsibilities or the level of management to which he or she reports, (B)
        a
        reduction in his or her level of compensation (including base salary, fringe
        benefits and target bonus under any corporate-performance based bonus or
        incentive programs) by more than fifteen percent (15%) or (C) a relocation
        of
        such individual’s place of employment by more than fifty (50) miles,
        provided and only if such change, reduction or relocation is effected without
        the individual’s consent. 

       

      M. Misconduct
        shall
        mean the commission of any act of fraud, embezzlement or dishonesty by the
        Optionee or Participant, any unauthorized use or disclosure by such person
        of
        confidential information or trade secrets of the Corporation (or any Parent
        or
        Subsidiary), or any other intentional misconduct by such person adversely
        affecting the business or affairs of the Corporation (or any Parent or
        Subsidiary) in a material manner. The foregoing definition shall not in any
        way
        preclude or restrict the right of the Corporation (or any Parent or Subsidiary)
        to discharge or dismiss any Optionee, Participant or other person in the
        Service
        of the Corporation (or any Parent or Subsidiary) for any other acts or
        omissions, but such other acts or omissions shall not be deemed, for purposes
        of
        the Plan, to constitute grounds for termination for Misconduct. 

       

      N. 1934
        Act
        shall
        mean the Securities Exchange Act of 1934, as amended.

       

      O. Non-Statutory Option
        shall
        mean an option not intended to satisfy the requirements of Code Section
        422.

       

      P. Option
        Grant Program
        shall
        mean the option grant program in effect under the Plan. 

       

      Q. Optionee
        shall
        mean any person to whom an option is granted under the Plan.

       

      R. Parent
        shall
        mean any corporation (other than the Corporation) in an unbroken chain of
        corporations ending with the Corporation, provided each corporation in the
        unbroken chain (other than the Corporation) owns, at the time of the
        determination, stock possessing fifty percent (50%) or more of the total
        combined voting power of all classes of stock in one of the other corporations
        in such chain.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      


      S. Participant
        shall
        mean any person who is issued shares of Common Stock under the Stock Issuance
        Program.

       

      T. Plan
        shall
        mean the Corporation’s 2008 Equity Incentive Plan, as set forth in this
        document.

       

      U. Plan
        Administrator
        shall
        mean either the Board or the Committee acting in its capacity as administrator
        of the Plan.

       

      V. Service
        shall
        mean the provision of services to the Corporation (or any Parent or Subsidiary)
        by a person in the capacity of an Employee, a non-employee member of the
        board
        of directors or a consultant or independent advisor, except to the extent
        otherwise specifically provided in the documents evidencing the option
        grant.

       

      W. Stock
        Exchange
        shall
        mean either the American Stock Exchange or the New York Stock
        Exchange.

       

      X. Stock
        Issuance Agreement
        shall
        mean the agreement entered into by the Corporation and the Participant at
        the
        time of issuance of shares of Common Stock under the Stock Issuance
        Program.

       

      Y. Stock
        Issuance Program
        shall
        mean the stock issuance program in effect under the Plan. 

       

      Z. Subsidiary
        shall
        mean any entity in which, directly or indirectly through one or more
        intermediaries, the Corporation has at least a 50% ownership interest or,
        where
        permissible under Code Section 409A, at least a 20% ownership interest.


       

      AA. 10%
        Stockholder
        shall
        mean the owner of stock (as determined under Code Section 424(d)) possessing
        more than ten percent (10%) of the total combined voting power of all classes
        of
        stock of the Corporation (or any Parent or Subsidiary).

       

      
        
           

        

        
          20