CHina Nutrifruit Group Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2 

CHINA NUTRIFRUIT GROUP LIMITED 

2010 EQUITY INCENTIVE PLAN 

	1. 	
      Purposes of the Plan. China Nutrifruit Group
      Limited, a Nevada corporation (the “Company”) hereby establishes
      the China Nutrifruit Group Limited 2010 EQUITY INCENTIVE PLAN (the
      “Plan”).The purposes of this Plan are to attract and retain the
      best available personnel for positions of substantial responsibility, to
      provide additional incentive to Employees, Directors and Consultants, and
      to promote the long-term growth and profitability of the Company. The Plan
      permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
      Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
      Performance Units and Performance Shares as the Administrator may
      determine. 

	 	
       

	2. 	
      Definitions. The following definitions will apply
      to the terms in the Plan: 



“Administrator” means the Compensation Committee. 

“Applicable Laws” means
the requirements relating to the administration of equity-based awards under
U.S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where Awards are,
or will be, granted under the Plan. 

“Award” means,
individually or collectively, a grant under the Plan of Options, SARs,
Restricted Stock, Restricted Stock Units, Performance Units or Performance
Shares. 

“Award Agreement” means
the written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan. The Award Agreement is subject
to the terms and conditions of the Plan. 

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


“Change in Control” means the occurrence of any of the
following events: 

(i) 

Any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company's then outstanding voting
securities; provided however, that for purposes of this subsection (i) any
acquisition of securities directly from the Company shall not constitute a
Change in Control; or 




(ii) 


The consummation of the sale or disposition by the Company of all or
substantially all of the Company's assets; 

(iii) 


A change in the composition of the Board occurring within a two-year period, as
a result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” means directors who either (A) are Directors as
of the effective date of the Plan, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or 

(iv)



The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.


For avoidance of doubt, a
transaction will not constitute a Change in Control if: (i) its sole purpose is
the change the state of the Company’s incorporation, or (ii) its sole purpose is
to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before
such transaction.

“Code” means the Internal
Revenue Code of 1986, as amended. Any reference in the Plan to a section of the
Code will be a reference to any successor or amended section of the Code. 

“Committee” means a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Compensation Committee in accordance with Section 4 hereof.


“Compensation Committee” means the compensation
committee of the Board. 

“Common Stock” means the common stock of the Company.


“Company” means China
Nutrifruit Group Limited, a Nevada corporation, or any successor thereto. 

“Consultant” means any
person, including an advisor, engaged by the Company or a Parent or Subsidiary
to render services to such entity. 

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“Director” means a member of the Board. 

“Disability” means total
and permanent disability as determined by the Administrator in its discretion in
accordance with uniform and non-discriminatory standards adopted by the
Administrator from time to time.

“Employee” means any
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company. Neither service as a Director nor payment of a
director's fee by the Company will be sufficient to constitute "employment" by
the Company. 

“Exchange Act” means the Securities Exchange Act of
1934, as amended. 

“Exchange Program” means a
program under which (i) outstanding Awards are surrendered or cancelled in
exchange for Awards of the same type (which may have lower exercise prices and
different terms), Awards of a different type and/or cash, and/or (ii) the
exercise price of an outstanding Award is reduced.

“Fair Market Value” means,
as of any date, the value of Common Stock determined as follows: 

(i) 

If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation any division
or subdivision of the Nasdaq Stock Market, its Fair Market Value will be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; 

(ii) 

If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, including without
limitation quotation through the over the counter bulletin board (“OTCBB”)
quotation service administered by the Financial Industry Regulatory Authority
(“FINRA”) , the Fair Market Value of a Share will be the mean between the high
bid and low asked prices for the Common Stock on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or 

(iii)  

In the absence of an established market for the Common
Stock, the Fair Market Value will be determined in good faith by the
Administrator, and to the extent Section 15 applies (a) with respect to ISOs,
the Fair Market Value shall be determined in a manner consistent with Code
section 422 or (b) with respect to NSOs or SARs, the Fair Market Value shall be
determined in a manner consistent with Code section 409A.

“Fiscal Year” means the fiscal year of the Company. 

3 




“Grant Date” means, for
all purposes, the date on which the Administrator determines to grant an Award,
or such other later date as is determined by the Administrator, provided that
the Administrator cannot grant an Award prior to the date the material terms of
the Award are established. Notice of the Administrator’s determination to grant
an Award will be provided to each Participant within a reasonable time after the
Grant Date.

“Incentive Stock Option” or
“ISO” means an Option that by its terms qualifies and is otherwise intended
to qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder. 

“Nonstatutory Stock Option” or
“NSO” means an Option that by its terms does not qualify or is not intended
to qualify as an ISO. 

“Officer” means a person
who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder. 

“Option” means a stock option granted pursuant to the
Plan. 

“Optioned Shares” means the Common Stock subject to an
Option. 

“Optionee” means the holder of an outstanding Option.


“Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code. 

“Participant” means the holder of an outstanding Award.


“Performance Share” means
an Award denominated in Shares which may vest in whole or in part upon
attainment of performance goals or other vesting criteria as the Administrator
may determine pursuant to Section 10. 

“Performance Unit” means
an Award which may vest in whole or in part upon attainment of performance goals
or other vesting criteria as the Administrator may determine and which may be
settled for cash, Shares or other securities or a combination of the foregoing
pursuant to Section 10. 

“Period of Restriction”
means the period during which Shares of Restricted Stock are subject to
forfeiture or restrictions on transfer pursuant to Section 7. 

“Plan” means this 2010 Equity Incentive Plan. 

“Restricted Stock” means
Shares awarded to a Participant which are subject to forfeiture and restrictions
on transferability in accordance with Section 7. 

4 




“Restricted Stock Unit”
means the right to receive one Share at the end of a specified period of time,
which right is subject to forfeiture in accordance with Section 8 of the Plan.


“Rule 16b-3” means Rule
16b-3 of the Exchange Act or any successor to Rule 16b-3.

“Section” means a paragraph or section of this Plan.

“Section 16(b)” means Section 16(b) of the Exchange Act.


“Service Provider” means an Employee, Director or
Consultant. 

“Share” means a share of
the Common Stock, as adjusted in accordance with Section 13. 

“Stock Appreciation Right”
or “SAR” means the right to receive payment from the Company in an amount
no greater than the excess of the Fair Market Value of a Share at the date the
SAR is exercised over a specified price fixed by the Administrator in the Award
Agreement, which shall not be less than the Fair Market Value of a Share on the
Grant Date. In the case of a SAR which is granted in connection with an Option,
the specified price shall be the Option exercise price.

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

“Ten Percent Owner” means
any Service Provider who is, on the grant date of an ISO, the owner of Shares
(determined with application of ownership attribution rules of Code Section
424(d)) possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any of its Subsidiaries. 

	3. 	Stock Subject to the Plan. 



	 	a. 	
      Stock Subject to the Plan. Subject to the
      provisions of Section 13, the maximum aggregate number of Shares that may
      be issued under the Plan is 10 million (10,000,000) Shares. The Shares may
      be authorized but unissued, or reacquired Common Stock. 

	 	 	
       

	 	b. 	
      Lapsed Awards. If an Award expires or becomes
      unexercisable without having been exercised in full or, with respect to
      Restricted Stock, Restricted Stock Units, Performance Shares or
      Performance Units, is forfeited in whole or in part to the Company, the
      unpurchased Shares (or for Awards other than Options and SARs, the
      forfeited or unissued Shares) which were subject to the Award will become
      available for future grant or sale under the Plan (unless the Plan has
      terminated). With respect to SARs, only Shares actually issued pursuant to
      a SAR will cease to be available under the Plan; all remaining Shares
      subject to the SARs will remain available for future grant or sale under the Plan (unless
      the Plan has terminated). Shares that have actually been issued under the
      Plan under any Award will not be returned to the Plan and will not become
      available for future distribution under the Plan; provided, however, that
      if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock
      Units, Performance Shares or Performance Units are forfeited to the
      Company, such Shares will become available for future grant under the
      Plan. Shares withheld by the Company to pay the exercise price of an Award
      or to satisfy tax withholding obligations with respect to an Award will
      become available for future grant or sale under the Plan. To the extent an
      Award under the Plan is paid out in cash rather than Shares, such cash
      payment will not result in reducing the number of Shares available for
      issuance under the Plan. 



5 





	 	c. 	
      Share Reserve. The Company, during the term of
      this Plan, will at all times reserve and keep available such number of
      Shares as will be sufficient to satisfy the requirements of the Plan.
    




	4. 	Administration of the Plan. 



	 	a. 	
      Procedure. The Plan shall be administered by the
      Compensation Committee. The Compensation Committee may delegate the
      responsibility for administering the Plan with respect to designated
      classes of eligible Participants to different committees consisting of two
      or more members of the Board, subject to such limitations as the
      Administrator deems appropriate. Committee members shall serve for such
      term as the Compensation Committee may determine, subject to removal by
      the Compensation Committee at any time. 

	 	 	
       

	 	b. 	
      Powers of the Administrator. Subject to the
      provisions of the Plan and the approval of any relevant authorities, and
      in the case of a Committee, subject to the specific duties delegated by
      the Compensation Committee to such Committee, the Administrator will have
      the authority, in its discretion: 



i. 


to determine the Fair Market Value; 

ii.

 to
select the Service Providers to whom Awards may be granted hereunder; 

iii.

 to
determine the number of Shares to be covered by each Award granted hereunder;

iv.

 to
approve forms of agreement for use under the Plan; 

v.

 to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Awards may be exercised (which may be based on continued employment, continued
service or performance criteria), any vesting acceleration (whether by reason of
a Change of Control or otherwise) or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Award or the Shares relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, will determine;

6 




vi. 


subject to Section 15(c) of the Plan, to reduce, without prior stockholder
approval, the exercise price of any Award to the then current Fair Market Value
of the Common Stock covered by such Award if the Fair Market Value has declined
since the Grant Date; 

vii. 


to construe and interpret the terms of the Plan and Awards granted pursuant to
the Plan, including the right to construe disputed or doubtful Plan and Award
provisions;

viii. 


to prescribe, amend and rescind rules and regulations relating to the Plan;

ix. 


to modify or amend each Award (subject to Section 19(c)) to the extent any
modification or amendment is consistent with the terms of the Plan. The
Administrator shall have the discretion to extend the exercise period of Options
generally provided the exercise period is not extended beyond the earlier of the
original term of the Option or 10 years from the original grant date, or
specifically (1) if the exercise period of an Option is extended (but to no more
than 10 years from the original grant date) at a time when the exercise price
equals or exceeds the fair market value of the Optioned Shares or (2) an Option
cannot be exercised because such exercise would violate Applicable Laws,
provided that the exercise period is not extended more than 30 days after the
exercise of the Option would no longer violate Applicable Laws.

x. 


to allow Participants to satisfy withholding tax obligations in such manner as
prescribed in Section 14; 

xi. 


to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the
Administrator; 

xii. 


to delay issuance of Shares or suspend Participant’s right to exercise an Award
as deemed necessary to comply with Applicable Laws; and

xiii. 


to make all other determinations deemed necessary or advisable for administering
the Plan.

7 





		
      c.
	
      Effect of Administrator's Decision. The
Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards. Any decision or
action taken or to be taken by the Administrator, arising out of or in
connection with the construction, administration, interpretation and effect of
the Plan and of its rules and regulations, shall, to the maximum extent
permitted by Applicable Laws, be within its absolute discretion (except as otherwise specifically provided in the Plan) and shall
      be final, binding and conclusive upon the Company, all Participants and
      any person claiming under or through any Participant. 
	 	
       

	5. 	
      Eligibility. NSOs, Restricted Stock, Restricted
      Stock Units, SARs, Performance Units and Performance Shares may be granted
      to Service Providers. ISOs may be granted as specified in Section 15(a).
      

	 	
       

	6. 	
      Stock Options. 



a. 

 Grant of Options. Subject to the terms and conditions
of the Plan, the Administrator, at any time and from time to time, may grant
Options to Service Providers in such amounts as the Administrator will determine
in its sole discretion. For purposes of the foregoing sentence, Service
Providers shall include prospective employees or consultants to whom Options are
granted in connection with written offers of employment or engagement of
services, respectively, with the Company; provided that no Option granted to a
prospective employee or consultant may be exercised prior to the commencement of
employment or services with the Company. The Administrator may grant NSOs, ISOs,
or any combination of the two. ISOs shall be granted in accordance with Section
15(a) of the Plan.

b. 

 Option Award Agreement. Each Option shall be
evidenced by an Award Agreement that shall specify the type of Option granted,
the Option price, the exercise date, the term of the Option, the number of
Shares to which the Option pertains, and such other terms and conditions (which
need not be identical among Participants) as the Administrator shall determine
in its sole discretion. If the Award Agreement does not specify that the Option
is to be treated as an ISO, the Option shall be deemed a NSO.

c. 

 Exercise Price. The per Share exercise price for the
Shares to be issued pursuant to exercise of an Option will be no less than the
Fair Market Value per Share on the Grant Date.

d. 

 Term of Options. The term of each Option will be
stated in the Award Agreement. Unless terminated sooner in accordance with the
remaining provisions of this Section 6, each Option shall expire either ten (10)
years after the Grant Date, or after a shorter term as may be fixed by the
Board.

	 	e. 	Time and Form of Payment. 


i. 

 Exercise Date. Each Award Agreement shall specify how
and when Shares covered by an Option may be purchased. The Award Agreement may
specify waiting periods, the dates on which Options become exercisable or
“vested” and, subject to the termination provisions of this section, exercise
periods. The Administrator may accelerate the exercisability of any Option or
portion thereof.

8 




ii. 

 Exercise of Option. Any Option granted hereunder
will be exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Administrator and set forth in the
Award Agreement. An Option may not be exercised for a fraction of a Share. An
Option will be deemed exercised when the Company receives: (1) notice of
exercise (in such form as the Administrator specify from time to time) from the
person entitled to exercise the Option, and (2) full payment for the Shares with
respect to which the Option is exercised (together with all applicable
withholding taxes). Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Award Agreement and
the Plan (together with all applicable withholding taxes). Shares issued upon
exercise of an Option will be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder will exist
with respect to the Optioned Shares, notwithstanding the exercise of the Option.
The Company will issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 13. 

iii. 

 Payment. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

(1) 


cash; 

(2) 


check;

(3) 


to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a
promissory note;

(4) 


other Shares, provided Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option will
be exercised;

(5)



to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002,
in accordance with any broker-assisted cashless exercise procedures approved by
the Company and as in effect from time to time;


(6) 


by asking the Company to withhold Shares from the total Shares to be delivered
upon exercise equal to the number of Shares having a value equal to the
aggregate Exercise Price of the Shares being acquired; 

(7) 


any combination of the foregoing methods of payment; or

9 




(8) 


such other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws. 

f. 

 Forfeiture of Options. All unexercised Options shall
be forfeited to the Company in accordance with the terms and conditions set
forth in the Award Agreement and again will become available for grant under the
Plan.

	7. 	Restricted Stock. 


a. 

 Grant of Restricted Stock. Subject to the terms and
conditions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the
Administrator will determine in its sole discretion. 

b. 

 Restricted Stock Award Agreement. Each Award of
Restricted Stock will be evidenced by an Award Agreement that will specify the
Period of Restriction, the number of Shares granted, and such other terms and
conditions (which need not be identical among Participants) as the Administrator
will determine in its sole discretion. Unless the Administrator determines
otherwise, the Company as escrow agent will hold Shares of Restricted Stock
until the restrictions on such Shares have lapsed.

	 	c. 	Vesting Conditions and Other Terms. 


i. 

 Vesting Conditions. The Administrator, in its sole
discretion, may impose such conditions on the vesting of Shares of Restricted
Stock as it may deem advisable or appropriate, including but not limited to,
achievement of Company-wide, business unit, or individual goals (including, but
not limited to, continued employment or service), or any other basis determined
by the Administrator in its discretion. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed. The
Administrator may, in its discretion, also provide for such complete or partial
exceptions to an employment or service restriction as it deems equitable.

ii. 

 Voting Rights. During the Period of Restriction,
Service Providers holding Shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those Shares, unless the
Administrator determines otherwise. 

iii. 

 Dividends and Other Distributions. During the
Period of Restriction, Service Providers holding Shares of Restricted Stock will
be entitled to receive all dividends and other distributions paid with respect
to such Shares, unless the Administrator determines otherwise. If any such
dividends or distributions are paid in Shares, the Shares will be subject to the
same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid. 

10 




iv. 

 Transferability. Except as provided in this Section,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.

d.


 Removal of Restrictions. All restrictions imposed on
Shares of Restricted Stock shall lapse and the Period of Restriction shall end
upon the satisfaction of the vesting conditions imposed by the Administrator.


e. 

 Forfeiture of Restricted Stock. On the date set forth
in the Award Agreement, the Shares of Restricted Stock for which restrictions
have not lapsed will be forfeited and revert to the Company and again will
become available for grant under the Plan. 

	8. 	Restricted Stock Units. 


a. 

 Grant of Restricted Stock Units. Subject to the terms
and conditions of the Plan, the Administrator, at any time and from time to
time, may grant Restricted Stock Units to Service Providers in such amounts as
the Administrator will determine in its sole discretion.

b. 

 Restricted Stock Units Award Agreement. Each Award of
Restricted Stock Units will be evidenced by an Award Agreement that will specify
the number of Restricted Stock Units granted, vesting criteria, form of payout,
and such other terms and conditions (which need not be identical among
Participants) as the Administrator will determine in its sole discretion.

c. 

 Vesting Conditions. The Administrator shall set
vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will
be paid out to the Participant. The Administrator may set vesting criteria based
upon the achievement of Company-wide, business unit, or individual goals
(including, but not limited to, continued employment or service), or any other
basis determined by the Administrator in its discretion. At any time after the
grant of Restricted Stock Units, the Administrator, in its sole discretion, may
reduce or waive any vesting criteria that must be met to receive a payout.

d. 

 Time and Form of Payment. Upon satisfaction of the
applicable vesting conditions, payment of vested Restricted Stock Units shall
occur in the manner and at the time provided in the Award Agreement, but in no
event later than the 15th day of the third month following the end of
the year in which vesting occurred. Except as otherwise provided in the Award
Agreement, Restricted Stock Units may be paid in cash, Shares, or a combination
thereof at the sole discretion of the Administrator. Restricted Stock Units that
are fully paid in cash will not reduce the number of Shares available for
issuance under the Plan.

e.


 Forfeiture of Restricted Stock Units. All unvested
Restricted Stock Units shall be forfeited to the Company on the date set forth
in the Award Agreement and again will become available for grant under the Plan.


11 





	9. 	Stock Appreciation Rights. 


a. 

 Grant of SARs. Subject to the terms and conditions of
the Plan, the Administrator, at any time and from time to time, may grant SARs
to Service Providers in such amounts as the Administrator will determine in its
sole discretion.

b. 

 Award Agreement. Each SAR grant will be evidenced by
an Award Agreement that will specify the exercise price, the number of Shares
underlying the SAR grant, the term of the SAR, the conditions of exercise, and
such other terms and conditions (which need not be identical among Participants)
as the Administrator will determine in its sole discretion.

c. 

 Exercise Price and Other Terms. The per Share
exercise price for the exercise of an SAR will be no less than the Fair Market
Value per Share on the Grant Date.

d. 

 Time and Form of Payment of SAR Amount. Upon exercise
of a SAR, a Participant will be entitled to receive payment from the Company in
an amount no greater than: (i) the difference between the Fair Market Value of a
Share on the date of exercise over the exercise price; times (ii) the number of
Shares with respect to which the SAR is exercised. An Award Agreement may
provide for a SAR to be paid in cash, Shares of equivalent value, or a
combination thereof.

e.


 Forfeiture of SARs. All unexercised SARs shall be
forfeited to the Company in accordance with the terms and conditions set forth
in the Award Agreement and again will become available for grant under the Plan.


	10. 	Performance Units and Performance Shares. 


a. 

 Grant of Performance Units and Performance Shares.
Performance Units or Performance Shares may be granted to Service Providers at
any time and from time to time, as will be determined by the Administrator, in
its sole discretion. The Administrator will have complete discretion in
determining the number of Performance Units and Performance Shares granted to
each Participant.

b. 

 Award Agreement. Each Award of Performance Units and
Shares will be evidenced by an Award Agreement that will specify the initial
value, the Performance Period, the number of Performance Units or Performance
Shares granted, and such other terms and conditions (which need not be identical
among Participants) as the Administrator will determine in its sole
discretion.

c. 

 Value of Performance Units and Performance Shares.
Each Performance Unit will have an initial value that is established by the
Administrator on or before the Grant Date. Each Performance Share will have an
initial value equal to the Fair Market Value of a Share on the Grant Date. 

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d. 

 Vesting Conditions and Performance Period. The
Administrator will set performance objectives or other vesting provisions
(including, without limitation, continued status as a Service Provider) in its
discretion which, depending on the extent to which they are met, will determine
the number or value of Performance Units or Performance Shares that will be paid
out to the Service Providers. The time period during which the performance
objectives or other vesting provisions must be met will be called the
“Performance Period.” The Administrator may set performance objectives based
upon the achievement of Company-wide, divisional, or individual goals or any
other basis determined by the Administrator in its discretion. 

e. 

 Time and Form of Payment. After the applicable
Performance Period has ended, the holder of Performance Units or Performance
Shares will be entitled to receive a payout of the number of vested Performance
Units or Performance Shares by the Participant over the Performance Period, to
be determined as a function of the extent to which the corresponding performance
objectives or other vesting provisions have been achieved. Vested Performance
Units or Performance Shares will be paid as soon as practicable after the
expiration of the applicable Performance Period, but in no event later than the
15th day of the third month following the end of the year the
applicable Performance Period expired. An Award Agreement may provide for the
satisfaction of Performance Unit or Performance Share Awards in cash or Shares
(which have an aggregate Fair Market Value equal to the value of the vested
Performance Units or Performance Shares at the close of the applicable
Performance Period) or in a combination thereof.

f. 

 Forfeiture of Performance Units and Performance
Shares. All unvested Performance Units or Performance Shares will be
forfeited to the Company on the date set forth in the Award Agreement, and again
will become available for grant under the Plan. 

	11. 	
      Leaves of Absence/Transfer Between Locations.
      Unless the Administrator provides otherwise or as required by Applicable
      Laws, vesting of Awards will be suspended during any unpaid leave of
      absence. An Employee will not cease to be an Employee in the case of (i)
      any leave of absence approved by the Company or (ii) transfers between
      locations of the Company or between the Company, its Parent, or any
      Subsidiary. 

	 	
       

	12. 	
      Transferability of Awards. Unless determined
      otherwise by the Administrator, an Award may not be sold, pledged,
      assigned, hypothecated, transferred, or disposed of in any manner other
      than by will or by the laws of descent or distribution and may be
      exercised, during the lifetime of the Participant, only by the
      Participant. If the Administrator makes an Award transferable, such Award
      will contain such additional terms and conditions as the Administrator
      deems appropriate. 

	 	
       

	13. 	
      Adjustments; Dissolution or Liquidation; Merger or
      Change in Control. 



a. 

 Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, or other change in the corporate structure of the
Company affecting the Shares occurs, the Administrator, in order to prevent
diminution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, shall appropriately adjust the number and class
of Shares that may be delivered under the Plan and/or the number, class, and
price of Shares covered by each outstanding Award.

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b. 

 Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Administrator will
notify each Participant as soon as practicable prior to the effective date of
such proposed transaction. To the extent it has not been previously exercised,
an Award will terminate immediately prior to the consummation of such proposed
action. 

c. 

 Change in Control. In the event of a merger or Change
in Control, any or all outstanding Awards may be assumed by the successor
corporation, which assumption shall be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Awards (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
vesting requirements and repurchase restrictions no less favorable to the
Participant than those in effect prior to the merger or Change in Control.

In the event that the successor corporation does not assume or
substitute for the Award, unless the Administrator provides otherwise, the
Participant will fully vest in and have the right to exercise all of his or her
outstanding Options and SARs, including Shares as to which such Awards would not
otherwise be vested or exercisable, all restrictions on Restricted Stock and
Restricted Stock Units will lapse, and, with respect to Performance Shares and
Performance Units, all Performance Goals or other vesting criteria will be
deemed achieved at target levels and all other terms and conditions met. In
addition, if an Option or SAR is not assumed or substituted in the event of a
Change in Control, the Administrator will notify the Participant in writing or
electronically that the Option or SAR will be exercisable for a period of time
determined by the Administrator in its sole discretion, and the Option or SAR
will terminate upon the expiration of such period. 

For the purposes of this Section 13(c), an Award will be
considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately
prior to the Change in Control, the consideration (whether stock, cash, or other
securities or property) or, in the case of a SAR upon the exercise of which the
Administrator determines to pay cash or a Performance Share or Performance Unit
which the Administrator can determine to pay in cash, the fair market value of
the consideration received in the merger or Change in Control by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in
Control is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of an Option or SAR or
upon the payout of a Restricted Stock Unit, Performance Share or Performance
Unit, for each Share subject to such Award (or in the case of Restricted Stock
Units and Performance Units, the number of implied shares determined by dividing
the value of the Restricted Stock Units and Performance Units, as applicable, by
the per share consideration received by holders of Common Stock in the Change in
Control), to be solely common stock of the successor corporation or its Parent
equal in fair market value to the per share consideration received by holders of
Common Stock in the Change in Control. 

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Notwithstanding anything in this Section 13(c) to the contrary,
an Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor
modifies any of such performance goals without the Participant's consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation's post-Change in Control corporate structure will not be
deemed to invalidate an otherwise valid Award assumption.

	14. 	Tax Withholding. 


a. 

 Withholding Requirements. Prior to the delivery of
any Shares or cash pursuant to an Award (or exercise thereof), the Company will
have the power and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, local,
foreign or other taxes required by Applicable Laws to be withheld with respect
to such Award (or exercise thereof). 

b. 

 Withholding Arrangements. The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to
time, may permit a Participant to satisfy such tax withholding obligation, in
whole or in part by (without limitation) (i) paying cash, (ii) electing to have
the Company withhold otherwise deliverable Shares having a Fair Market Value
equal to the amount required to be withheld, or (iii) delivering to the Company
already-owned Shares having a Fair Market Value equal to the amount required to
be withheld. The amount of the withholding requirement will be deemed to include
any amount which the Administrator agrees may be withheld at the time the
election is made. The Fair Market Value of the Shares to be withheld or
delivered will be determined as of the date that the taxes are required to be
withheld. 

	15. 	
      Provisions Applicable In the Event the Company or the
      Service Provider is Subject to U.S. Taxation.





	 	a. 	
      Grant of Incentive Stock Options. If the
      Administrator grants Options to Employees subject to U.S. taxation, the
      Administrator may grant such Employee an ISO and the following terms shall
      also apply: 



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i. 

 Maximum Amount. Subject to the provisions of Section
13, to the extent consistent with Section 422 of the Code, not more than an
aggregate of 10 million (10,000,000) Shares may be issued as ISOs under the
Plan. 

ii. 

 General Rule. Only Employees shall be eligible for
the grant of ISOs.

iii. 

 Continuous Employment. The Optionee must remain in
the continuous employ of the Company or its Subsidiaries from the date the ISO
is granted until not more than three months before the date on which it is
exercised. A leave of absence approved by the Company may exceed ninety (90)
days if reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three (3) months following the ninety-first
(91st) day of such leave any ISO held by the Optionee will cease to be treated
as an ISO.

	 	iv. 	Award Agreement. 


(1) 

The Administrator shall designate Options granted as ISOs
in the Award Agreement. Notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which ISOs are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds one hundred
thousand dollars ($100,000), Options will not qualify as an ISO. For purposes of
this section, ISOs will be taken into account in the order in which they were
granted. The Fair Market Value of the Shares will be determined as of the time
the Option with respect to such Shares is granted. 

(2) 


The Award Agreement shall specify the term of the ISO. The term shall not exceed
ten (10) years from the Grant Date or five (5) years from the Grant Date for Ten
Percent Owners.

(3) 


The Award Agreement shall specify an exercise price of not less than the Fair
Market Value per Share on the Grant Date or one hundred ten percent (110%) of
the Fair Market Value per Share on the Grant Date for Ten Percent Owners. 

(4) 


The Award Agreement shall specify that an ISO is not transferable except by
will, beneficiary designation or the laws of descent and distribution.

v. 

 Form of Payment. The consideration to be paid for the
Shares to be issued upon exercise of an ISO, including the method of payment,
shall be determined by the Administrator at the time of grant in accordance with
Section 6(e)(iii).

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vi.  

“Disability”, for purposes of an ISO, means total
and permanent disability as defined in Section 22(e)(3) of the Code.

vii. 

 Notice. In the event of any disposition of the
Shares acquired pursuant to the exercise of an ISO within two years from the
Grant Date or one year from the exercise date, the Optionee will notify the
Company thereof in writing within thirty (30) days after such disposition. In
addition, the Optionee shall provide the Company with such information as the
Company shall reasonably request in connection with determining the amount and
character of Optionee’s income, the Company’s deduction, and the Company’s
obligation to withhold taxes or other amounts incurred by reason of a
disqualifying disposition, including the amount thereof.

	 	b. 	
      Performance-based Compensation. If the Company
      pays salaries for which it claims deductions that are subject to the Code
      section 162(m) limitation on its U.S. tax returns, then the following
      terms shall be applied in a manner consistent with the requirements of,
      and only to the extent required for compliance with, the exclusion from
      the limitation on deductibility of compensation under Code Section 162(m):
      



i. 

 Outside Directors. The Compensation Committee shall
consider in selecting the membership of any committee acting as Administrator
the provisions regarding “outside directors” within the meaning of Code Section
162(m).

ii. 

 Maximum Amount.

(1) 


Subject to the provisions of Section 13, the maximum number of Shares that can
be awarded to any individual Participant in the aggregate in any one fiscal year
of the Company is 1 million (1,000,000) Shares;

(2) 


For Awards denominated in Shares and satisfied in cash, the maximum Award to any
individual Participant in the aggregate in any one fiscal year of the Company is
the Fair Market Value of 1 million (1,000,000) Shares on the Grant Date; and

(3) 


The maximum amount payable pursuant to any cash Awards to any individual
Participant in the aggregate in any one fiscal year of the Company is the Fair
Market Value of 1 million (1,000,000) Shares on the Grant Date. 

iii. 

 Performance Criteria. All performance criteria must
be objective and be established in writing prior to the beginning of the
performance period or at later time as permitted by Code Section 162(m).
Performance criteria may include alternative and multiple performance goals and
may be based on one or more business and/or financial criteria. In establishing
the performance goals, the Administrator in its discretion may include one or
any combination of the following criteria in either absolute or relative terms, for
the Company or any Subsidiary: 

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(1) 


Increased revenue; 

(2) 


Net income measures (including but not limited to income after capital costs and
income before or after taxes); 

(3) 


Stock price measures (including but not limited to growth measures and total
stockholder return); 

(4) 


Market share; 

(5) 


Earnings per Share (actual or targeted growth); 

(6) 

Earnings before interest, taxes, depreciation, and
amortization (“EBITDA”); 

(7) 


Cash flow measures (including but not limited to net cash flow and net cash flow
before financing activities); 

(8) 


Return measures (including but not limited to return on equity, return on
average assets, return on capital, risk-adjusted return on capital, return on
investors’ capital and return on average equity); 

(9) 


Operating measures (including operating income, funds from operations, cash from
operations, after-tax operating income, sales volumes, production volumes, and
production efficiency); 

(10) 


Expense measures (including but not limited to overhead cost and general and
administrative expense); 

(11) 


Margins; 

(12) 


Stockholder value; 

(13) 


Total stockholder return; 

(14) 


Proceeds from dispositions; 

(15) 


Production volumes; 

(16) 


Total market value; and 

(17) 


Corporate values measures (including but not limited to ethics compliance,
environmental, and safety). 

	 	c. 	
      Stock Options and SARs Exempt from Code section
      409A. If the Administrator grants Options or SARs to Employees subject
      to U.S. taxation the Administrator may not modify or amend the Options or
      SARs to the extent that the modification or amendment adds a feature
      allowing for additional deferral within the meaning of Code section 409A.
      



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	16. 	
      No Effect on Employment or Service. Neither the
      Plan nor any Award will confer upon any Participant any right with respect
      to continuing the Participant's relationship as a Service Provider with
      the Company or any Parent or Subsidiary of the Company, nor will they
      interfere in any way with the Participant's right or the Company's or its
      Parent’s or Subsidiary’s right to terminate such relationship at any time,
      with or without cause, to the extent permitted by Applicable Laws.
  

	 	
       

	17. 	
      Effective Date. The Plan’s effective date is the
      date on which it is adopted by the Board, so long as it is approved by the
      Company’s stockholders at any time within 12 months of such adoption. Upon
      approval of the Plan by the stockholders of the Company, all Awards issued
      pursuant to the Plan on or after the Effective Date shall be fully
      effective as if the stockholders of the Company had approved the Plan on
      the Effective Date. If the stockholders fail to approve the Plan within
      one year before or after the Effective Date, any Awards made hereunder
      shall be null and void and of no effect. 

	 	
       

	18. 	
      Term of Plan. The Plan will terminate 10 years
      following the earlier of (i) the date it was adopted by the Board or (ii)
      the date it became effective upon approval by stockholders of the Company,
      unless sooner terminated by the Board pursuant to Section 19. 

	 	
       

	19. 	
      Amendment and Termination of the Plan.
  



a. 

 Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan. 

b. 

 Stockholder Approval. The Company will obtain
stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws. 

c. 

 Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan will impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan will not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination. 

	20. 	Conditions Upon Issuance of Shares. 


a. 

 Legal Compliance. The Administrator may delay or
suspend the issuance and delivery of Shares, suspend the exercise of Options or
SARs, or suspend the Plan as necessary to comply Applicable Laws. Shares will
not be issued pursuant to the exercise of an Award unless the exercise of such
Award and the issuance and delivery of such Shares will comply with Applicable
Laws and will be further subject to the approval of counsel for the Company with
respect to such compliance. 

b. 

 Investment Representations. As a condition to the
exercise of an Award, the Company may require the person exercising such Award
to represent and warrant at the time of any such exercise that the Shares are being
      purchased only for investment and without any present intention to sell or
      distribute such Shares if, in the opinion of counsel for the Company, such
      a representation is required. 

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	21. 	
      Inability to Obtain Authority. The inability of
      the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company’s counsel to be
      necessary to the lawful issuance and sale of any Shares hereunder, will
      relieve the Company of any liability in respect of the failure to issue or
      sell such Shares as to which such requisite authority will not have been
      obtained. 

	 	
       

	22. 	
      Exchange Programs. The Administrator may authorize
      the Company, without prior stockholder approval, to institute one or more
      Exchange Programs. An Exchange Program may, at the discretion of the
      Administrator, be offered to individual Participants selected by the
      Administrator on a case-by-case basis, or to a class of Participants
      identified by the Administrator. The terms and conditions of any Exchange
      Program will be determined by the Administrator in its sole discretion,
      not inconsistent with the terms of the Plan, including without limitation,
      Section 15(c); provided however, that no Exchange Program may adversely
      affect the rights of a Participant under an outstanding Award unless the
      Participant consents in writing to be bound by the terms and conditions of
      the Exchange Program.. 

	 	
       

	23. 	
      Substitution and Assumption of Awards. The
      Administrator may make Awards under the Plan that assume, substitute or
      replace performance shares, phantom shares, stock awards, stock options,
      stock appreciation rights or similar awards granted by another entity
      (including a Parent or Subsidiary), if such assumption, substitution or
      replacement is in connection with an asset acquisition, stock acquisition,
      merger, consolidation or similar transaction involving the Company (and/or
      its Parent or Subsidiary) and such other entity (and/or its affiliate).
      The Administrator may also cause the Plan to assume an equity-based award
      granted by the Company prior to the adoption and approval of the Plan or
      substitute or replace such prior award with a similar type of Award under
      this Plan. Notwithstanding any provision of the Plan (other than the
      maximum number of shares of Common Stock that may be issued under the
      Plan), (i) in the case of an Award that assumes, substitutes or replaces
      an award of another entity pursuant to a corporate transaction, such Award
      shall be subject to the same terms and conditions as the original award,
      with such adjustments or modifications as the Administrator deems
      necessary and appropriate to give effect to the relevant provisions of any
      agreement entered into in connection with the such corporate transaction
      or (ii) in the case of an Award that assumes, substitutes or replaces a
      prior Company award, such Award shall be subject to the same terms and
      conditions as the original award, except to the extent that any such term
      or condition is inconsistent with the Plan, in which event the terms of
      the Plan shall control. Notwithstanding the foregoing, in no event may the
      assumption, substitution or replacement of a prior Company award with an
      Award under the Plan adversely affect the Participant’s rights under the
      prior Company award unless the Participant consents in writing to such
      assumption, substitution or replacement. Shares issued pursuant to
      assumed, substituted or replaced awards shall count against the total
      number of shares authorized to be issued under the Plan pursuant to
      Section 3. 



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	24. 	
      Governing Law. The Plan and all Agreements shall
      be construed in accordance with and governed by the laws of the State of
      Nevada. 



Adopted by the Board of Directors on October 19, 2010 

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