China Lithium Technologies, Inc. - Exhibit 4.1






Exhibit 4.1 



2010 STOCK AWARD PLAN 

  

	1. 	THE PLAN


  

             a)
Purpose.              This
China Lithium Technologies, Inc. 2010 Stock Award Plan (the "Plan") is intended
to benefit the stockholders of China Lithium Technologies, Inc. (the "Company")
by providing a means to attract, retain and reward individuals who can and do
contribute to the longer-term financial success of the Company. Further, the recipients
of stock-based awards under the Plan should identify their success with that of
the company's shareholders and therefore will be encouraged to increase their
proprietary interest in the Company. 



             b)
Effective Date.              To
serve this purpose, the Plan will become effective upon its approval by the affirmative
vote of a majority of the Company's directors (the "Board"). 




	2. 	ADMINISTRATION 


 

             a)
Committee.              The
Plan and all Awards hereunder shall be administered by one or more Committees
of the Board as may be appointed by the Board for this purpose. The Board may
appoint a Committee specifically responsible for Awards to Insiders (the " Committee")
where each Director on such Committee is a "Non-Employee Director" (or any successor
designation for determining who may administer plans, transactions or awards exempt
under Section 16(b) of the Exchange Act), as that term is used in Rule 16b-3 under
the Exchange Act, as that rule may be modified from time to time. If no specific
Committee is appointed by the Board, then the Board in its entirety shall be the
Committee. Except with regard to awards to employees subject to Section 16 of
the Securities Exchange Act of 1934, the Committee may delegate certain responsibilities
and powers to any executive officer or officers selected by it. Any such delegation
may be revoked by the Committee at any time. In the event that no Committee has
been established, then all references herein to the Committee shall refer to the
Board. 



             
b) Powers and Authority.              The
Committee's powers and authority include, but are not limited to: selecting individuals,
who are either employees of the Company and any subsidiary of the Company or other
entity in which the Company has a significant equity or other interest as determined
by the Committee, non-employee members of the Board or independent consultants
or other persons who perform services for or on behalf of the Company, to receive
awards ("Awards"); determining the types and terms and conditions of all Awards
granted, including performance and other earn out and/or vesting contingencies;
permitting transferability of Awards to eligible third parties; interpreting the
Plan's provisions; and administering the Plan in a manner that is consistent with
its purpose. The Committee's decision in carrying out the Plan and its interpretation
and construction of any provisions of the Plan or any award granted or agreement
or other instrument executed under it shall be final and binding upon all persons.
No members of the Board shall be liable for any action or determination made in
good faith in administering the Plan. 






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c) Award Prices.              
All Awards denominated or made in shares of common stock shares shall use as the
per Share price as the fair market value as established by the Board in good faith.
In the case of a Stock Award, the fair market value (the "Fair Market Value")
means the average of the high and low sales prices of the Shares on such date
on the principal securities exchange on which such Shares are listed, or if such
Shares are not so listed or admitted to trading, the arithmetic mean of the per
Share closing bid price and closing asked price per Share on such date as quoted
on the quotation system of the OTCBB or such other market in which such prices
are regularly quoted. 




	3. 	SHARES SUBJECT TO THE PLAN AND ADJUSTMENTS
      


 

             
a) Maximum Shares Available for Delivery.              
Subject to adjustments under Section 3(c), the maximum number of Shares that may
be delivered to participants and their beneficiaries under the Plan shall be 3,000,000.
In addition, any Shares delivered under the Plan or any prior plan of the Company
which are forfeited back to the Company because of the failure to meet an award
contingency or condition shall again be available for delivery pursuant to new
Awards granted under the Plan. Any Shares covered by an award (or portion of an
award) granted under the Plan which is forfeited or canceled, expires or is settled
in cash, including the settlement of tax withholding obligations using Shares,
shall be deemed not to have been delivered for purposes of determining the maximum
number of Shares available for delivery under the Plan. Likewise, if any stock
option is exercised by tendering Shares, either actually or by attestation, to
the Company as full or partial payment for such exercise under this Plan or any
prior plan of the Company, only the number of Shares issued net of the Shares
tendered shall be deemed delivered for purposes of determining the maximum number
of Shares available for delivery under the Plan. Further, Shares issued under
the Plan through the settlement, assumption or substitution of outstanding Awards
or obligations to grant future Awards as a condition of the Company acquiring
another entity shall not reduce the maximum number of Shares available for delivery
under the Plan. In addition, shares available for delivery in settlement of Awards
under the Plan may be increased by the Board by the number of shares purchased
or acquired by the Company using amounts equivalent to the cash proceeds received
by the company from the exercise of stock options, granted under any plan of the
Company. 



             
b) Payment Shares.              
Subject to the overall limitation on the number of Shares that may be delivered
under the Plan, the Committee may, in addition to granting awards under Section
4, use available Shares as the form of payment for compensation, grants or rights
earned or due under any other compensation plans or arrangements of the Company,
including those of any entity acquired by the Company. 



             
c) Adjustments for Corporate Transactions. 



             
             
(i)              
The Committee may determine that a corporate transaction has affected the price
per Share such that an adjustment or adjustments to outstanding Awards are required
to preserve (or prevent enlargement of) the benefits or potential benefits intended
at time of grant. 






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For this purpose a corporate transaction will include, but is not
limited to, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or exchange
of shares, or other similar occurrence. In the event of such a corporate transaction,
the Committee shall, in such manner as the Committee deems equitable, adjust (i)
the number and kind of shares which may be delivered under the Plan pursuant to
Section 3(a) and 3(b); (ii) the number and kind of shares subject to outstanding
Awards; and (iii) the exercise price of outstanding stock options and stock appreciation
rights 



             
             
(ii)              
In the event that the Company is not the surviving company of a merger, consolidation
or amalgamation with another company, or in the event of a liquidation or reorganization
of the Company, and in the absence of the surviving corporation's assumption of
outstanding Awards made under the Plan, the Committee may provide for appropriate
adjustments and/or settlements of such grants either at the time of grant or at
a subsequent date. The Committee may also provide for adjustments and/or settlements
of outstanding Awards as it deems appropriate and consistent with the Plan's purpose
in the event of any other change-in-control of the Company. 




	4. 	ELIGIBILITY


 

             
a) Eligible Persons.              
All employees of the Company and its subsidiaries ("Employees"), including Employees
who are officers or members of the Board, and members of the Board who are not
Employees ("Non-Employee Directors") shall be eligible to participate in the Plan.
Consultants and advisors who perform services for the Company or any of its subsidiaries
("Key Advisors") shall be eligible to participate in the Plan if the Key Advisors
render bona fide services to the Company or its subsidiaries, the services are
not in connection with the offer and sale of securities in a capital-raising transaction,
and the Key Advisors do not directly or indirectly promote or maintain a market
for the Company's securities. 



             
b) Selection of Eligible Individuals.              
The Committee shall select the Employees, Non-Employee Directors and Key Advisors
(collectively referred to as "Eligible Individuals") to receive grants and shall
determine the number of shares of Company Stock subject to a particular grant
in such manner as the Committee determines. 




	5. 	TYPES OF AWARDS


 

             
a) General.              
An award may be granted singularly, in combination with another award(s) or in
tandem whereby exercise or vesting of one award held by a participant cancels
another award held by the participant. Subject to the limitations of Section 2(c),
an award may be granted as an alternative to or replacement of an existing award
under the Plan or under any other compensation plans or arrangements of the Company,
including the plan of any entity acquired by the Company. The types of Awards
that may be granted under the Plan include: 






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(i) Stock Option.              
A stock option represents a right to purchase a specified number of Shares during
a specified period at a price per Share. A stock option may be in the form of
an incentive stock option or in another form that may or may not qualify for favorable
federal income tax treatment. The Shares covered by a stock option may be purchased
by means of a cash payment or such other means as the Committee may from time-to-time
permit, including (i) tendering (either actually or by attestation) Shares valued
using the market price at the time of exercise, (ii) authorizing a third party
to sell Shares (or a sufficient portion thereof) acquired upon exercise of a stock
option and to remit to the Company a sufficient portion of the sale proceeds to
pay for all the Shares acquired through such exercise and any tax withholding
obligations resulting from such exercise; (iii) by converting Shares subject to
options granted hereunder having a value equal to the exercise price of the Options
being exercised on such terms and conditions as the Committee determines; or (iv)
any combination of the above. 



             
             
(ii) Stock Appreciation Right.              
A stock appreciation right is a right to receive a payment in cash, Shares or
a combination, equal to the excess of the aggregate market price at time of exercise
of a specified number of Shares over the aggregate exercise price of the stock
appreciation right being exercised. The longest term a stock appreciation right
may be outstanding shall be ten years. 



             
             
(iii) Stock Award.              
             
A stock award is a grant of Shares or of a right to receive Shares (or their cash
equivalent or a combination of both) in the future. Except in cases of certain
terminations of employment or an extraordinary event, each stock award shall be
earnedand vest under such conditions, restrictions and contingencies as the Committee
shall determine. These may include continuous service and/or the achievement of
performance goals, as set forth in Section 7 (a). 



             
             
(iv) Cash Award.              
A cash award is a right denominated in cash or cash units to receive a cash payment,
based on the attainment of pre-established performance goals and, subject to a
vesting period and such other conditions, restrictions, and contingencies as the
Committee shall determine. 








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b) Purchase Price.              
The purchase price or the manner in which the purchase price is to be determined
for Shares under each Award shall be determined by the Committee and set forth
in the Agreement; provided, however, that the purchase price per Share shall not
be less than 100% of the Fair Market Value of a Share on the date the Stock Award
is granted. 



             
c) Maximum Duration.              
Awards granted hereunder shall be for such term as the Committee shall determine,
provided that a Stock Award granted hereunder shall not be exercisable after the
expiration of ten (10) years from the date it is granted. The Committee may, subsequent
to the granting of any Award, extend the term thereof but in no event shall the
term as so extended exceed the maximum term provided for in the preceding sentence.





	6. 	AWARD SETTLEMENTS AND PAYMENTS 


 

             
a) Dividends and Dividend Equivalents.              
An award may contain the right to receive dividends or dividend equivalent payments
that may be paid either currently or credited to a participant's account. Any
such crediting of dividends or dividend equivalents or reinvestment in Shares
may be subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Share
equivalents. 



             
b) Payments.              
Awards may be settled through cash payments, the delivery of Shares, the delivery
of Awards in accordance with cashless exercise provisions, the granting of Awards
or combination thereof as the Committee shall determine. Any award settlement,
including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. The Committee may permit or require
the deferral of any award payment, subject to such rules and procedures as it
may establish, which may include provisions for the payment or crediting of interest,
or dividend equivalents, including converting such credits into deferred Share
equivalents.  




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	7. 	PERFORMANCE SHARES


 

The Committee is authorized to grant Performance Shares to Eligible Individuals
on the following terms and conditions: 



             
a) Performance Goal.              
The performance goals that may be used by the Committee for such Awards may consist
of: operating profits (including EBITDA), net profits, earnings per Share, profit
returns and margins, revenues, shareholder return and/or value, stock price and
working capital. Performance goals may be measured solely on a corporate, subsidiary
or business unit basis, or a combination thereof. Further, performance criteria
may reflect absolute entity performance or a relative comparison of entity performance
to the performance of a peer group of entities or other external measure of the
selected performance criteria. Profit, earnings and revenues used for any performance
goal measurement shall exclude: gains or looses on operating asset sales or dispositions;
asset write-downs; litigation or claim judgments or settlements; effect of changes
in tax law or rate on deferred tax liabilities; accruals for reorganization and
restructuring programs; uninsured catastrophic property losses; the cumulative
effect of changes in accounting principles; and any extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30 and/or in management's
discussion and analysis of financial performance appearing in the Company's annual
report to shareholders for the applicable year. 



             
b) Performance Period.              
The Committee shall determine a performance period (the "Performance Period")
of one or more years and shall determine the performance objectives for grants
of Shares ("Performance Shares"). Performance objectives may vary from Eligible
Individual to Eligible Individual and shall be based upon such performance criteria
as the Committee may deem appropriate. Performance periods may overlap and Eligible
Individuals may participate simultaneously with respect to Performance Shares
for which different Performance Periods are prescribed. 



             
c) Award Value.              
At the beginning of a Performance period, the Committee shall determine for each
Eligible Individual or group of Eligible Individuals with respect to that Performance
Period the range of number of Shares, if any, in the case of Performance Shares
which may be fixed or may vary in accordance with such performance or other criteria
specified by the Committee, which shall be paid to an Eligible Individual as an
Award if the relevant measure of Company performance for the Performance Period
is met. 



             
d) Significant Events.              
If during the course of a Performance Period there shall occur significant events
as determined by the Committee which the Committee expects to have a substantial
effect on a performance objective during such period, the Committee may revise
such objectives; provided, however, that, if an Award Agreement so provides, the
Committee shall not have any discretion to increase the amount of compensation
payable under the Award to the extent such an increase would cause the Award to
lose its qualification as performance-based compensation for purposes of Section
162m(4)(C) of the Code and the regulations thereunder. 



             
e) Forfeiture.              
Except as otherwise determined by the Committee, at the date of grant or thereafter,
upon termination of employment during the applicable Performance Period, Performance
Shares for which the Performance Period was prescribed shall be forfeited; provided,
however, that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in an individual case, that restrictions or forfeiture
conditions relating to Performance Shares will be waived in whole or in part in
the event of terminations resulting from specified causes, and the Committee may
in other cases waive in whole or in part the forfeiture of Performance Shares.




             
f) Payment.              
Each Performance Share may be paid in whole Shares, or cash, or a combination
of Shares and cash either as a lump sum payment or in installments, all as the
Committee shall determine, at the time of grant of the Performance Share or otherwise,
commencing as soon as practicable after the end of the relevant Performance Period.





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	8. 	TERMS AND CONDITIONS APPLICABLE TO ALL AWARDS


 

             
a) Duration.              
Each Award shall terminate on the date which is the tenth anniversary of the grant
date, unless terminated earlier as follows: 



             
             
(i)              
If the employment or services of an Eligible Individual terminates for any reason
other than disability (as defined by the Committee), death or cause, the Eligible
Individual may, for a period of three (3) months after such termination, exercise
his or her Award to the extent, and only to the extent, such Award or portion
thereof was vested and exercisable as of the date of the Eligible Individual's
employment or service terminated, after which time the Award shall automatically
terminate in full. 



             
             
(ii)              
If an Eligible Individual's employment or service terminates by reason of the
Eligible Individual's disability, the Eligible Individual may exercise his or
her Award for up to twelve (12) months after the date of termination to the extent,
and only to the extent, such Award or portion thereof was vested and exercisable
as of the date the Eligible Individual's employment or service terminated, after
which time the Award shall automatically terminate in full. 



             
             
(iii)              
If an Eligible Individual's employment or service terminates for Cause, the Award
granted to the Eligible Individual hereunder shall immediately terminate in full
and no rights thereunder may be exercised. 



             
             
(iv)              
If an Eligible Individual dies while employed or in the service of the Company
or an Affiliate or within the three (3) month or twelve (12) month period described
in clause (i) or (ii), respectively, of this Section 8 the Award granted to the
Eligible Individual may be exercised at any time within twelve (12) months after
the Eligible Individual's death by the person or persons to whom such rights under
the Award shall pass by will, or by the laws of descent and distribution, after
which time the Award shall terminate in full; provided, however, that an Award
may be exercised to the extent, and only to the extent, such Award or portion
thereof was exercisable on the date of death or earlier termination of the Eligible
Individual's services as a Director, employee, consultant or otherwise. 



             
             
(v)              
Upon retirement of an Eligible Individual, Stock Award privileges shall apply
to those Shares immediately exercisable at the date of retirement. The Committee,
however, in its discretion, may provide that any Stock Awards outstanding but
not yet exercisable may be exercised in accordance with a schedule to be determined
by the Committee. Stock Award privileges shall expire unless exercised within
such period of time as may be established by the Committee, but in no event later
than the expiration date of the Stock Award. 




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Notwithstanding any preceding clauses, the agreement evidencing the grant of a
Stock Award ("Award Agreement") may, in the Committee's sole and absolute discretion,
set forth additional or different terms and conditions applicable to Awards upon
a termination or change in status of the employment or service of an Eligible
Individual. Such terms and conditions may be determined at the time the employee
Award is granted or thereafter. 



             
b) Non-transferability.              
No Award (except for vested Shares) granted hereunder shall be transferable by
the Eligible Individual to whom granted except by will or the laws of descent
and distribution, and an Award may be exercised during the lifetime of such Eligible
Individual only by the Eligible Individual or his or her guardian or legal representative.
The terms of such Award shall be final, binding and conclusive upon the beneficiaries,
executors, administrators, heirs and successors of the Eligible Individual. 



             
c) Method of Exercise.              
The exercise of an Award shall be made only by a written notice delivered in person
or by mail to the Secretary or Chief Financial Officer of the Company at the Company's
principal executive office, specifying the number of Shares to be purchased and
accompanied by payment therefor and otherwise in accordance with the Award Agreement
pursuant to which the Award was granted. The purchase price for any Shares purchased
pursuant to the exercise of an Award shall be paid in accordance with Section
8(e). The Eligible Individual shall deliver the Award Agreement evidencing the
Award to the Secretary or Chief Financial Officer of the Company who shall endorse
thereon a notation of such exercise and return such Agreement to the Eligible
Individual. No fractional Shares (or cash in lieu thereof) shall be issued upon
exercise of an Award and the number of Shares that may be purchased upon exercise
shall be rounded to the nearest number of whole Shares. 



             
d) Rights of Eligible Individuals.              
No Eligible Individual shall be deemed for any purpose to be the owner of any
Shares subject to any Award unless and until (I) the Award shall have been exercised
pursuant to the terms thereof, (ii) the Company shall have issued and delivered
the Shares to the Eligible Individual and (iii) the Eligible Individual's name
shall have been entered as a stockholder of record on the books of the Company.
Thereupon, the Eligible Individual shall have full voting, dividend and other
ownership rights with respect to such Shares, subject to such terms and conditions
as may be set forth in the applicable agreement evidencing such Award. 



             
e) Effect of Change in Control.              
In the event of a Change in Control, (as defined in Section 8(e), then the amount
of shares that will vest in an Eligible Person or Eligible Individual shall be
determined by the Committee. In the event an Eligible Person's or Eligible Individual's
employment or service with the Company is terminated by the Company following
a Change in Control, each Award held by the Eligible Person or Eligible Individual
that was exercisable as of the date of termination of Eligible Person's or Eligible
Individual's employment or service shall remain exercisable for a period ending
not before the earlier of the first anniversary of the termination of the Eligible
Person's or Eligible Individual's employment or service or the expiration of the
stated term of the Award. 




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For the purposes of the Agreement, "Change of Control" shall mean the occurrence
of any of the following: (i) any "person" as defined in Sections 13(d) and 14(d)
of the Exchange Act other than the persons or the group of persons in control
of the Company on the date hereof is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the combined voting power
of the Corporation's then outstanding securities; (ii) within any period of two
consecutive years) not including any period prior to the effective date of this
Plan) there shall cease to be a majority of the Board comprised as follows: individuals
who at the beginning of such period constitute the Board any new director(s) whose
election was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved; (iii)
the shareholders of the Company approve a merger of, or consolidation involving,
the Company in which (A) the Company's Common Stock, with no par value per share
(such stock, or any other securities of the Company into which such stock shall
have been converted through a reincorporation, recapitalization or similar transaction
hereinafter called "Common Stock of the Company"), is converted into shares or
securities of another corporation or into cash or other property, or (B) the Common
Stock of the Company is not converted as described in Clause (A), but in which
more than fifty percent (50%) of the Common Stock of the surviving corporation
in the merger is owned by shareholders other than those who owned such amount
prior to the merger; in each case, other than a transaction solely for the purpose
of reincorporating the Company in another jurisdiction or recapitalizing the Common
Stock of the Company; or (iv) the shareholders of the Company approve a plan or
complete liquidation of the Company, or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, either of
which is followed by a distribution of all or substantially all of the proceeds
to the shareholders. 



             
f) Limits on Stock Awards.              
The Committee shall have discretion regarding the aggregate amount of Stock Awards,
that may be awarded to any Eligible Individual, including, in the aggregate, the
amount of Stock Awards that are exercisable during any one calendar year. 



             
g) Form of Payment Under Awards.              
Subject to the terms of the Plan and any applicable Award Agreement, payments
to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation,
or exercise of an Award may be made in such forms as the Committee shall determine
at the date of grant or thereafter, including, without limitation, cash, Shares,
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. 






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	9. 	COMPETITION. 


 

             
Notwithstanding anything in this Article 8 to the contrary, in the event the Committee
determines, in its sole discretion, that a Participant is engaging in activity
competitive with the Company, any Subsidiary, or any business in which any of
the foregoing have a substantial interest (the "China Lithium Technologies' Businesses"),
the Committee may cancel any Option granted to such Participant, whether or not
vested, in whole or in part. Such cancellation shall be effective as of the date
specified by the Committee. Competitive activity shall mean any business or activity
if a substantially similar business activity is being carried on by a China Lithium
Technologies' Business, including, but not limited to, representing or providing
consulting services to any person or entity that is engaged in competition with
a China Lithium Technologies' Business or that takes a position adverse to a China
Lithium Technologies' Business. However, competitive activity shall not include,
among other things, owning a nonsubstantial interest as a shareholder in a competing
business. 




	10. 	RESTRICTED STOCK 


 

             
a) Grant of Restricted Stock.              
Subject to the terms and provisions of the Plan, the Committee, at any time and
from time to time, may grant Shares of Restricted Stock (as such term is defined
by Rule 144 of the Securities Act) to Eligible Individuals in such amounts and
upon such terms and conditions as the Committee shall determine. In addition to
any other terms and conditions imposed by the Committee, vesting of Restricted
Stock may be conditioned upon the attainment of Performance Goals based on performance
criteria in the same manner as provided in Section 7(a), herein with respect to
Performance Shares. 



             
b) Restricted Stock Agreement.              
The Committee may require, as a condition to an Award, that a recipient of a Restricted
Stock Award enter into a Restricted Stock Award Agreement, setting forth the terms
and conditions of the Award. In lieu of a Restricted Stock Award Agreement, the
Committee may provide the terms and conditions of an Award in a notice to the
Participant of the Award, on the Stock certificate representing the Restricted
Stock, in the resolution approving the Award, or in such other manner as it deems
appropriate. 



             
c) Transferability.              
Except as otherwise provided in this Article 10, the Shares of Restricted Stock
granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable period with such restrictions
as may be (the "Restriction Period") established by the Committee, if any. 



             
d) Other Restrictions.              
The Committee may impose such other conditions and/or restrictions on any Shares
of Restricted Stock granted pursuant to the Plan as it may deem advisable including,
without limitation, a requirement that Participants pay a stipulated purchase
price for each Share of Restricted Stock and/or restrictions under applicable
Federal or state securities laws; and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions. 



             
The Company shall also have the right to retain the certificates representing
Shares of Restricted Stock in the Company's possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied.




             
e) Removal of Restrictions.              
Except as otherwise provided in this Article 7, Shares of Restricted Stock covered
by each Restricted Stock grant made under the Plan shall become freely transferable
by the Participant after the last day of the Restriction Period and completion
of all conditions to vesting, if any. However, unless otherwise provided by the
Committee, the Committee, in its sole discretion, shall have the right to immediately
waive all or part of the restrictions and conditions with regard to all or part
of the Shares held by any Participant at any time. 






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f) Voting Rights, Dividends and Other Distributions.              
During the Restriction Period, participants holding Shares of Restricted Stock
granted hereunder ("Participants") may exercise full voting rights and shall receive
all regular cash dividends paid with respect to such Shares. Except as provided
in the following sentence, in the sole discretion of the Committee, other cash
dividends and other distributions paid to Participants with respect to Shares
of Restricted Stock may be subject to the same restrictions and conditions as
the Shares of Restricted Stock with respect to which they were paid. If any such
dividends or distributions are paid in Shares, the Shares shall be subject to
the same restrictions and conditions as the Shares of Restricted Stock with respect
to which they were paid. 



             
g) Termination of Employment Due to Death or Disability.              
In the event the employment of a Participant shall terminate by reason of death
or Disability (as such term may be defined by the Committee), unless otherwise
provided by the Committee prior to or at the time of the Award, all Restriction
Periods and all restrictions imposed on outstanding Shares of Restricted Stock
held by the Participant shall immediately lapse and the Restricted Stock shall
immediately become fully vested as of the date of termination of Employment. 



             
h) Termination of Employment for Other Reasons.              
If the employment of a Participant shall terminate for any reason other than those
specifically set forth in Section 10 herein, all Shares of Restricted Stock held
by the Participant which are not vested as of the effective date of termination
of employment immediately shall be forfeited and returned to the Company. 




	11. 	PLAN AMENDMENT AND TERMINATION 


 

             
a) Amendments.              
The Board may amend this Plan as it deems necessary and appropriate to better
achieve the Plan's purpose provided, however, that: (i) the Share and other Award
limitations set forth in Sections 3(a) and 3(b) cannot be increased and (ii) the
minimum stock option and stock appreciation right exercise prices set forth in
Sections 2(c) and 5(b) and (c) cannot be changed unless such a plan amendment
is properly approved by the Company's stockholders. 



             
b) Plan Suspension and Termination.              
The Board may suspend or terminate this Plan at any time. Any such suspension
or termination shall not of itself impair any outstanding award granted under
the Plan or the applicable participant's rights regarding such award. 




	12. 	MISCELLANEOUS 


 

             
a) No Individual Rights.              
No person shall have any claim or right to be granted an award under the Plan.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee or other person any right to continue to be employed by or to perform
services for the Company, any subsidiary or related entity. The right to terminate
the employment of or performance of services by any Plan participant at any time
and for any reason is specifically reserved tithe employing entity. 



             
b) Unfunded Plan.              
The Plan shall be unfunded and shall not create (or be construed to create) a
trust or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any participant or beneficiary of a participant.
To the extent any person holds any obligation of the Company by virtue of an award
granted under the Plan, such obligation shall merely constitute a general unsecured
liability of the Company and accordingly shall not confer upon such person any
right, title or interest in any assets of the Company. 



             
c) Other Benefit and Compensation Programs.              
Unless otherwise specifically determined by the Committee, settlements of Awards
received by participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program. Further, the Company may adopt
other compensation programs, plans or arrangements as it deems appropriate. 







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d) No Fractional Shares.              
No fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash shall be paid or transferred
in lieu of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled. 



             
e) Governing Law.              
The validity, construction and effect of the Plan and any Award, agreement or
other instrument issued under it shall be determined in accordance with the laws
of the state of Nevada without reference to principles of conflict of law. 












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