exv10w3






Exhibit 10.3




UNITED BUSINESS HOLDINGS, INC.

2008 STOCK INCENTIVE PLAN




1. PURPOSE




     The 2008 Stock Incentive Plan (“Plan”) is intended to promote shareholder value by (a)
enabling United Business Holdings, Inc. (“Company”) and its affiliates to attract and retain the
best available individuals for positions of substantial responsibility; (b) providing additional
incentive to such persons by affording them an equity participation in the Company; (c) rewarding
those directors, executive officers and employees for their contributions to the Company; and (d)
promoting the success of the Company’s business by aligning the financial interests of directors,
executive officers and employees providing personal services to the Company or its affiliates with
long-term shareholder value.



2. DEFINITIONS




     (A) “Act” means the Securities Exchange Act of 1934, as amended, or any successor provisions.



     (B) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the
Company, (ii) an entity in which the Company has a significant equity interest, (iii) an affiliate
of the Company, as defined in Rule 12b-2 promulgated under the Act, (iv) any Subsidiary and (v) any
entity in which the Company has at least twenty percent (20%) of the combined voting power of the
entity’s outstanding voting securities, in each case as designated by the Board of Directors as
being a participant employer in the Plan.



     (C) “Board of Directors” means the board of directors of the Company.



     (D) “Brokered Assisted Exercise” means a special sale and remittance procedure pursuant to
which the Participant shall concurrently provide irrevocable written instructions to (a) an
administrator-designated brokerage firm to effect the immediate sale of Stock owned by the
Participant for at least six months and remit to the Company, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate exercise price plus all applicable
federal, state and local income and employment taxes required to be withheld by the Company, and
(b) the Company to deliver the certificates for the Stock issued upon exercise of the Options
directly to the Participant or such brokerage firm in order to complete the sale.



     (E) “Change of Control” means:



          (i) the acquisition by any individual, entity or “group,” within the meaning of section
13(d)(3) or section 14(d)(2) of the Act (other than the current members of the Board of Directors
or any of their descendants, the Company, or any savings, pension or other benefit plan for the
benefit of the employees of the Company or subsidiaries thereof)(a “Person”), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act) of voting securities of the
Company where such acquisition causes any such Person to own fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding capital stock then entitled to vote
generally in the election of directors;




          (ii) within any twelve-month period, the persons who were directors of the Company immediately
before the beginning of the twelve-month period (the “Incumbent Directors”) shall cease to
constitute at least a majority of the Board of Directors; provided that any individual becoming a
director subsequent to the beginning of such twelve-month whose election, or nomination for
election by the Company’s shareholders, was approved by at least two-thirds of the directors then
comprising the













 






Incumbent Directors shall be considered as though such individual were an Incumbent Director
unless such individual’s initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Act);




          (iii) a reorganization, merger, consolidation or other corporate transaction involving the
Company with respect to which the shareholders of the Company immediately prior to such transaction
do not, immediately after the transaction, own more than fifty percent (50%) of the combined voting
power of the reorganized, merged or consolidated company’s then outstanding voting securities;




          (iv) the sale, transfer or assignment of all or substantially all of the assets of the Company
to any third party;




          (v) a dissolution or liquidation of the Company; or




          (vi) any other transactions or series of related transactions occurring which have
substantially the same effect as the transactions specified in clauses (i) — (v), as determined by
the Board of Directors.




     (F) “Code” means the Internal Revenue Code of 1986, as amended, or any successor provisions.



     (G) “Committee” means the committee appointed by the Board of Directors to administer the Plan
pursuant to Section 4(A). If the Committee has not been appointed, the Board of Directors in its
entirety shall constitute the Committee. The Board of Directors shall consider the advisability of
whether the members of the Committee shall consist solely of two or more members of the Board of
Directors who are each “outside directors” as defined in Treas. Reg. section 1.162-27(e)(3) as
promulgated by the Internal Revenue Service and “non-employee directors” as defined in Rule
16b-3(b)(3) as promulgated under the Act.



     (H) “Company” means United Business Holdings, Inc., a Nevada corporation, and except as
otherwise specified in this Plan in a particular context, any successor thereto, whether by merger,
consolidation, purchase of all or substantially all of its assets or otherwise.



     (I) “Controlling Participant” means any person who, immediately before an Option is granted to
that particular person, directly or indirectly (within the meaning of section 424 of the Code and
the regulations promulgated thereunder) possesses more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Subsidiary. The determination of
whether an person is a Controlling Participant shall be made in accordance with sections 422 and
424 of the Code, or any successor provisions, and the regulations promulgated thereunder.



     (J) “Exercise Price” means the price at which a share of Stock may be purchased by a
Participant pursuant to the exercise of an Option, as specified in the respective Stock Option
Award Agreement.



     (K) “Fair Market Value” on any date with respect to the Stock means:



          (i) if the Stock is listed on a national securities exchange, the last reported sale price of
a share of the Stock on such exchange or, if no sale occurs on that date, the average of the
reported closing bid and asked prices on that date,




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          (ii) if the Stock is otherwise publicly traded, the last reported sale price of a share of the
Stock under the quotation system under which the sale price is reported or, if no sale occurs on
that date, the average of the reported closing bid and asked prices on that date under the
quotation system under which the bid and asked prices are reported,




          (iii) if no such last sales price or average of the reported closing bid and asked prices are
available on that date, the last reported sale price of a share of the Stock, or if no sale takes
place, the average of the reported closing bid and asked prices as so reported for the immediately
preceding business day (a) on the national securities exchange on which the Stock is listed or (b)
if the Stock is otherwise publicly traded, under the quotation system under which such data are
reported, or




          (iv) if none of the prices described above is available, the value of a share of the Stock as
reasonably determined in good faith by the Committee in a manner that it believes to be in
accordance with the Code.



In determining the Fair Market Value of a share of Stock in connection with the issuance of an ISO,
the Fair Market Value shall be determined without regard to any restriction, other than a
restriction that, by its terms, will never lapse.




     (L) “ISO” means an Option (or portion thereof) intended to qualify as an “incentive stock
option” within the meaning of section 422 of the Code, or any successor provision.



     (M) “NQSO” means an Option (or portion thereof) that is not intended to, or does not, qualify
as an “incentive stock option” within the meaning of section 422 of the Code, or any successor
provision.



     (N) “Option” means the right of a Participant to purchase shares of Stock in accordance with
the terms of this Plan and the Stock Option Award Agreement between such Participant and the
Company.



     (O) “Parent” means a parent corporation, if any, with respect to the Company, as defined in
section 424(e) of the Code and regulations promulgated or rulings issued thereunder.



     (P) “Participant” means any person to whom an Option has been granted pursuant to this Plan
and who is a party to a Stock Option Award Agreement.



     (Q) “Stock” means the common stock of the Company, par value $0.01 per share.



     (R) “Stock Option Award Agreement” means an agreement by and between a Participant and the
Company setting forth the additional terms and conditions regarding the Option. Such Stock Option
Award Agreement shall be subject to the provisions of this Plan (which shall be incorporated by
reference therein) and shall contain such provisions as the Board of Directors, in its sole
discretion, may authorize.



     (S) “Subsidiary” means a subsidiary corporation of the Company, as defined in section 424(f)
of the Code and regulations promulgated or rulings issued thereunder.



     (T) “Termination Date” means the date on which the Participant ceased to be an employee of the
Company or any Affiliate; provided however, that with respect to an ISO, it means the date on which
the Participant ceased to be an employee of the Company or any Parent or Subsidiary.



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3. SHARES AVAILABLE UNDER THE PLAN




     (A) Shares Subject to the Plan. Subject to adjustment in accordance with the
provisions of this Section 3, the total number of shares of Stock as to which Options may be
granted shall be ___ shares, all of which may be awardable as ISOs. Stock issued under the
Plan may be either authorized but unissued shares or shares that have been reacquired by the
Company. Any shares issued by the Company in connection with the assumption or substitution of
outstanding grants from any acquired corporation shall not reduce the shares of Stock available for
Options under the Plan.



     (B) Forfeited Awards. In the event that any outstanding Option under the Plan for any
reason expires unexercised, is forfeited or is terminated prior to the end of the period during
which Options may be issued under the Plan, the shares of Stock allocable to the unexercised
portion of such Option that has expired, been forfeited or been terminated shall become available
for future issuance under the Plan.



     (C) Shares Used to Pay Exercise Price and Taxes. Shares of Stock delivered to the
Company to pay the Exercise Price of any Option or to satisfy the Participant’s income tax
withholding obligation shall become available for future issuance under the Plan.



     (D) Adjustments on Changes in Stock. In the event of any change in the outstanding
shares of Stock by reason of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, reverse stock split, spinoff, combination or exchange of shares or other
corporate change, the Committee, in its sole discretion, may make such substitution or adjustment,
if any, as it deems to be equitable or appropriate, as to: (i) the maximum number of shares of
Stock that may be issued under the Plan as set forth in Section 3(A); (ii) the number or kind of
shares subject to an Option; (iii) subject to the limitation contained in Section 6(P), the
Exercise Price applicable to an Option; (iv) any measure of performance that relates to an Option
in order to reflect such change in the Stock and/or (v) any other affected terms of any Option;
provided however, that no adjustment shall occur with respect to an ISO unless: (y) the excess of
the aggregate Fair Market Value of the shares of Stock subject to the ISO immediately after any
such adjustment over the aggregate Exercise Price of such shares is not more than the excess of the
aggregate Fair Market Value of all shares subject to the ISO immediately prior to such adjustment
over the Exercise Price of all shares subject to the ISO; and (z) the new or adjusted ISO does not
grant the Participant additional benefits that the Participant did not previously have.



4. ADMINISTRATION




     (A) Procedure. The Plan shall be administered, construed and interpreted by the
Committee, as such Committee is from time to time constituted, or any successor committee the Board
of Directors may designate to administer the Plan. The Committee may delegate any of its powers
and duties to appropriate officer(s) of the Company in accordance with guidelines established by
the Committee from time to time.



     (B) Powers of the Committee. Subject to the other provisions of the Plan, the
Committee shall have all powers vested in it by the terms of the Plan as set forth herein, such
powers to include exclusive authority (except as may be delegated as permitted herein): (i) to
select those persons to be granted Options under the Plan; (ii) to determine the type, size and
terms of the Option to be granted to each individual selected; (iii) to modify the terms of any
Option that has been granted; (iv) to determine the time when Options will be granted; (v) to
establish performance objectives; (vi) to determine the Fair Market Value of the Stock under
Section 2(K)(iv); (vii) to interpret the Plan and decide any questions and settle all controversies
or disputes that may arise in connection with the Plan; (viii) to adopt, amend and rescind rules
and regulations relating to the Plan; (ix) to prescribe the form or forms of instruments evidencing
Options and any other instruments required under the Plan and to change such forms, in its



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sole and absolute discretion, from time to time; (x) to accelerate or defer (with the consent
of the Participant) the vesting period or exercise date of any Option; (xi) to authorize any person
to execute on behalf of the Company any instrument required to effectuate the grant of an Option
previously granted by the Committee; and (xii) to make all other determinations and perform all
other acts necessary or advisable for the administration of the Plan. The Committee (or its
delegate as permitted herein) may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Option in the manner and to the extent that it shall deem
desirable to carry the Plan or any Option into effect.



     (C) Effect of Decision of the Committee and Board of Directors. All decisions,
determinations, actions and interpretations of the Committee (or its delegate as permitted herein)
or the Board of Directors (or its delegate as permitted herein) in the administration of the Plan
shall lie with the Committee and the Board of Directors, respectively, within its sole and absolute
discretion and shall be final, conclusive and binding on all parties concerned; provided that the
Committee or the Board of Directors, as applicable, may, in its sole and absolute discretion,
overrule an action, decision, determination or interpretation of a person to whom it has delegated
authority.



     (D) Liability of Board of Directors or the Committee. No member of the Board of
Directors or Committee or any officer of the Company shall be liable for anything done or omitted
to be done by him, by any other member of the Board of Directors or Committee or any officer of the
Company in connection with the performance of duties under the Plan, except for his own willful
misconduct or as expressly provided by statute. The members of the Board of Directors and
Committee and officers of the Company shall be entitled to indemnification in connection with the
performance of their respective duties under the Plan to the extent provided in the articles of
incorporation or bylaws of the Company or otherwise by law.



5. ELIGIBILITY




     Consistent with the purposes of the Plan, the Committee shall have the power (except as may be
delegated as permitted herein) to select the employees and other individuals performing services
for the Company and its Affiliates who may participate in the Plan and be granted Options under the
Plan. No person who is not an employee of the Company or a Parent or a Subsidiary shall be
eligible to receive an ISO award under the Plan. For purposes of this Plan, the term “employee”
means an individual employed by the Company or a Subsidiary whose income from those entities is
subject to Federal Income Contributions Act (“FICA”) withholding.



6. TERMS AND CONDITIONS APPLICABLE TO OPTIONS UNDER THE PLAN




     Options granted pursuant to the Plan shall be evidenced by Stock Option Award Agreements in
such form as the Board of Directors shall, from time to time, authorize. Except as otherwise set
forth in the Stock Option Award Agreement, all Options issued under the Plan shall be deemed to
include or incorporate, comply with and be subject to the following terms and conditions (except as
necessary to conform to the requirements of law, including the laws of the jurisdiction where the
Participant resides):



     (A) Medium and Time of Payment. The Exercise Price shall be paid in full at the time
the Option is exercised. The Exercise Price shall be payable either in (i) United States dollars
in cash or by check, Company draft, money order or wire transfer of good funds payable to the
Company; (ii) upon conditions established by the Committee, by delivery of shares of Stock owned by
the Participant for at least six (6) months prior to the date of exercise; or (iii) by a
combination of (i) and (ii); provided, however, that clauses (ii) and (iii) shall not become
operable until the third anniversary of the date that the Company opens for business. A Broker
Assisted Exercise shall be deemed to be an exercise for cash under clause (i) of the preceding
sentence.



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     (B) Number of Shares. The total number of shares to which each Option pertains shall
be designated in the Stock Option Award Agreement at the time of grant.



     (C) Designation of Option. Each Option shall be designated in the Stock Option Award
Agreement as either an ISO or a NQSO and, in the absence of such designation, shall be deemed to be
a NQSO. In the event that a person is granted concurrently an ISO and a NQSO, such Options shall
be evidenced by separate Stock Option Award Agreements. However, notwithstanding such
designations, to the extent that (i) the aggregate Fair Market Value (determined as of the time of
grant) of the Stock with respect to which Options designated as ISOs are exercisable for the first
time by any employee during any calendar year (under all plans of the Company and any Subsidiary)
exceeds $100,000, or (ii) an ISO does not meet any other requirement to be an “incentive stock
option” within the meaning of section 422 of the Code, such Options, or portions thereof, shall be
treated as NQSOs. For purposes of this section, Options shall be taken into account in the order
in which they were granted.



     (D) Exercise Price. The Exercise Price per share of Stock under an Option shall be
determined by the Committee in its sole discretion; provided however that the Exercise Price shall
be not less than one hundred percent (100%) of the Fair Market Value on the date that such Option
is granted and, in the case of an ISO granted to a Controlling Participant, the Exercise Price
shall be not less than one hundred ten percent (110%) of the Fair Market Value on the date that
such Option is granted.



     (E) Option Term. The term of an Option shall be fixed by the Committee, in its sole
discretion, in each Stock Option Award Agreement; provided however that for any Option to qualify
as an ISO, the Option shall expire not more than ten years from the date the Option is granted and,
in the case of a Controlling Participant, not more than five years from the date the Option is
granted.



     (F) Exercise of Options. Subject to the provisions of this Plan and the applicable
Stock Option Award Agreement, the vested portion of an Option may be exercised in whole at any
time, or in part from time to time, during its term. Except as otherwise expressly provided in
writing by the Board of Directors, an Option may not be exercised for a fractional share of Stock.
A Participant may not exercise the nonvested portion of any Option. An Option will cease to be
exercisable with respect to a share of Stock when the Participant purchases the share.



     (G) Stock Certificates. Promptly upon exercise of an Option, the Company shall issue
(or cause to be issued) certificates evidencing the shares of Stock acquired as a result of the
exercise of the Option. In the event that the exercise of an Option is treated in part as the
exercise of an ISO and in part as the exercise of a NQSO pursuant to Section 6(C) hereof, the
Company shall issue a certificate evidencing the shares of Stock treated as acquired upon the
exercise of an ISO and a separate certificate evidencing the shares of Stock treated as acquired
upon the exercise of a NQSO, and shall identify each such certificate accordingly in its stock
transfer records.



     All certificates for shares of Stock delivered under the Plan pursuant to any Option shall be
subject to such stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and Exchange Commission (or
the applicable Company regulatory agency), any stock exchange upon which the Stock is then listed,
and any applicable federal or state securities laws or regulations, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate reference to such
restrictions.



     (H) Vesting. The conditions, if any, for the vesting of Options issued under this
Plan shall be determined by the Committee, in its sole discretion, and set forth in the applicable
Stock Option Award Agreement; provided however, that any Options granted under the Plan during the
first three years of the Company’s existence must vest over a minimum of three years. In the case
of an Option not immediately



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exercisable in full, the Committee may at any time accelerate the time at which all or any
part of the Option may be exercised. In addition, Options may become vested as provided in Section
6(N) or Section 12 hereof or as otherwise expressly set forth in the applicable Stock Option Award
Agreement.



     (I) Termination of Service. The Committee may determine, at the time of grant, for
each Option the extent to which the Participant (or his legal representative) shall have the right
to exercise the Option following cessation of such Participant’s service to the Company, any
Subsidiary or any Affiliate. Such provisions may reflect distinctions based on the reasons for the
termination of service and any other relevant factors that the Committee may determine. In the
absence of such standards, any Option granted to an employee under this the Plan that has not
vested prior to the Termination Date shall expire immediately upon the Termination Date, and any
Option granted to an employee pursuant to the Plan that has vested prior to the Termination Date
shall expire three (3) months following the Termination Date; provided however that if the
cessation of Participant’s service is due to his death or disability (as defined in section
22(e)(3) of the Code), such Option shall expire one year from the Termination Date.



     (J) Transferability. Options shall be nontransferable other than by will or the laws
of descent and distribution and shall be exercisable during the lifetime of the Participant only by
the Participant (or in the event of his disability (as defined in section 22(e)(3) of the Code), by
his guardian or legal representative) and after his death, only by the Participant’s legal
representatives, heirs, legatees, or distributees.



     (K) No Rights as a Participant. No person shall, with respect to any Option, be
deemed to have become a Participant, or to have any rights with respect to such Option, unless and
until such person shall have executed a Stock Option Award Agreement or other instrument evidencing
the Option and delivered a copy thereof to the Company, and otherwise complied with the then
applicable terms and conditions.



     (L) No Rights as a Shareholder. Notwithstanding the exercise of an Option, a
Participant shall have no rights as a shareholder with respect to shares covered by an Option until
the date the certificates evidencing the shares of Stock 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 adjustment will be made for dividends or other rights the record date for which is
prior to the date of issuance. Upon issuance of the certificates evidencing the shares of Stock
acquired upon exercise of an Option, such shares of Stock shall be deemed to be transferred for
purposes of section 421 of the Code and the regulations promulgated thereunder.



     (M) Tax Withholding. As a condition to the exercise of any Option, the Company shall
have the right to require that the Participant exercising the Option (or the recipient of any
shares of Stock) remit to the Company an amount calculated by the Company to be sufficient to
satisfy applicable federal, state, foreign or local withholding tax requirements (or make other
arrangements satisfactory to the Company with regard to such taxes) prior to the delivery of any
certificate evidencing shares of Stock. If permitted by the Company, either at the time of the
grant of the Option or in connection with its exercise, the Participant may satisfy applicable
withholding tax requirements by delivering a number of whole shares of Stock owned by the
Participant for at least six (6) months prior to the date of exercise and having a Fair Market
Value (determined on the date that the amount of tax to be withheld is to be fixed) at least equal
to the aggregate amount required to be withheld.



     In the case of an ISO, the Committee may require as a condition of exercise that the
Participant exercising the Option agree to inform the Company promptly of any disposition (within
the meaning of section 424(c) of the Code and the regulations thereunder) of Stock received upon
exercise.



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     (N) Change of Control. Unless the Committee shall determine otherwise in writing at
the time of grant with respect to a particular Option, all Options outstanding as of the date of a
Change of Control or an agreement to effect a Change of Control, and which are not then exercisable
and vested, shall become fully exercisable and vested to the full extent of the original grant. The
determination as to whether a Change of Control or an agreement to effect a Change of Control has
occurred shall be made by the Committee and shall be conclusive and binding.



     (O) Additional Restrictions and Conditions. The Committee may impose such other
restrictions and conditions (in addition to those required by the provisions of this Plan) on any
Option granted hereunder and may waive any such additional restrictions and conditions, so long as
(i) any such additional restrictions and conditions are consistent with the terms of this Plan and
(ii) such waiver does not waive any restriction or condition required by the provisions of this
Plan.



     (P) Repricing. The Committee shall not, without the further approval of the Board of
Directors, (i) authorize the amendment of any outstanding Option to reduce the Exercise Price of
such Option or (ii) grant a replacement Option upon the surrender and cancellation of a previously
granted Option for the purpose of reducing the Exercise Price of such Option. Nothing contained in
this section shall affect the right of the Board of Directors or the Committee to make the
adjustment permitted under Section 3(D).



     (Q) Legend on Stock Certificates. Certificates evidencing the shares of Stock issued
upon exercise of an Option, to the extent appropriate at the time, shall have noted conspicuously
on the certificates a legend intended to give all persons full notice of the existence of the
conditions, restrictions, rights and obligations set forth in the Stock Option Award Agreement and
in the Plan.



     (R) Amendment and Termination. An Option or Stock Option Award Agreement may be
amended or terminated only by a written agreement executed by the Company and the Participant. The
amendment or termination of the Plan shall not operate to modify the terms and conditions of any
Stock Option Award Agreement or Option evidenced by a Stock Option Award Agreement without the
Participant’s consent, and, notwithstanding the termination of the Plan, each Stock Option Award
Agreement and Option shall be construed in accordance with the substantive provisions of the Plan
as necessary to give effect to any Stock Option Award Agreement or Option still in existence.



7. AMENDMENT AND TERMINATION OF THE PLAN




     The Committee may amend, alter, suspend, or terminate the Plan or any portion hereof at any
time; provided that no such amendment, alteration, suspension or termination shall be made without
the approval of the shareholders of the Company if such approval is necessary to qualify for or
comply with any tax or regulatory requirement for which or with which the Board of Directors deems
it necessary or desirable to qualify or comply. No amendment, suspension or termination of the
Plan shall adversely affect the right of any Participant with respect to any Option theretofore
granted, as determined by the Committee, without such Participant’s written consent.



     Unless earlier terminated, the Plan shall remain in effect until all shares issuable under the
Plan have been purchased or acquired in accordance with the Plan. In no event may any Options be
granted under the Plan more than ten (10) years after the earlier of the date on which the Plan is
adopted or the date on which the Plan is approved by the shareholders of the Company. Such
termination by lapse of time shall not effect the validity or terms of any Option then outstanding
or the ability of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such
Option or to waive any conditions or rights under any such Option for so long as the Option is
outstanding.



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8. LEGALITY OF GRANT/SPECIAL LIMITATION ON EXERCISE




     The granting of Options under this Plan and the issuance or transfer of Options and shares of
Stock pursuant hereto are subject to all applicable federal and state laws, rules and regulations
and to such approvals by any regulatory or government agency (including, without limitation,
no-action positions of the Securities and Exchange Commission) which may, in the opinion of counsel
for the Company, be necessary or advisable in connection therewith. Without limiting the generality
of the foregoing, no Options may be granted under this Plan and no Options or shares shall be
issued by the Company unless and until in any such case all legal requirements applicable to the
issuance or payment have, in the opinion of counsel for the Company, been complied with. In
connection with any Option or Stock issuance or transfer, the person acquiring the shares or the
Option shall, if requested by the Company, give assurance satisfactory to counsel to the Company
with respect to such matters as the Company may deem desirable to assure compliance with all
applicable legal requirements. No purported exercise of any Option shall be effective without the
approval of the Committee, which shall be a condition to the exercise of each Option and may be
withheld to the extent that the exercise, either individually or in the aggregate together with the
exercise of other previously exercised stock options and/or offers and sales pursuant to any prior
or contemplated offering of securities, would, in the sole and absolute judgment of the Committee,
require the filing of a registration statement with the United States Securities and Exchange
Commission, the securities commission of any state or any other regulatory agency having
jurisdiction over the Company. No Participant shall have any cause or right of action against the
Company, or its directors or officers, in the event that such Participant’s ability to exercise his
or her Options is limited in accordance with this Section.



9. NO EMPLOYMENT/SERVICE RIGHTS




     Nothing in this Plan or any Stock Option Award Agreement shall confer upon any person the
right to participate in the benefits of the Plan or to be granted an Option, and there shall be no
obligation to provide uniformity of treatment in connection with the administration of this Plan.
The terms and conditions of Options or Stock Option Award Agreements need not be the same with
respect to each Participant.



     Nothing in this Plan or any Stock Option Award Agreement shall be construed as constituting a
commitment, guarantee, agreement or understanding of any kind or nature that the Company or any
Affiliate shall continue to employ, retain or engage any individual (whether or not a Participant).
Neither this Plan nor any Stock Option Award Agreement executed in accordance with this Plan shall
affect in any way the right of the Company or any Affiliate to terminate the employment or
engagement of any individual (whether or not a Participant) at any time and for any reason
whatsoever and to remove any individual (whether or not a Participant) from any position with the
Company or any Affiliate. No change of a Participant’s duties with the Company or any Affiliate
shall result in a modification of any rights of such Participant under this Plan or any Stock
Option Award Agreement executed by such Participant.



10. EFFECTIVE DATE




     This Plan shall become effective upon its approval by the Board of Directors; provided however
that no grant of an Option under this Plan shall qualify as an ISO unless, within one year of the
date the Plan becomes effective, the Plan is approved by the affirmative vote of a majority of the
shareholders of the Company present, in person or by proxy, at a meeting of the shareholders of the
Company. The Committee may grant ISOs subject to the condition that this Plan shall have been
approved by the shareholders of the Company as provided herein.



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11. RESERVATION OF SHARES




     The Company, during the term of this Plan, shall at all times reserve and keep available such
number of shares of Stock as shall be sufficient to satisfy the requirements of the Plan.



12. MINIMUM CAPITAL REQUIREMENTS




     Notwithstanding any provision of this Plan or any Stock Option Award Agreement to the
contrary, all Options granted under the Plan shall expire, to the extent not exercised, within 45
days following the receipt of notice from the Company’s primary federal regulator (“Regulator”)
that (i) the Company has not maintained its minimum capital requirements (as determined by the
Regulator); and (ii) the Regulator is requiring termination or forfeiture of options. Upon receipt
of such notice from the Regulator, the Company shall promptly notify each Participant that all
Options issued under this Plan have become fully exercisable and vested to the full extent of the
grant and that the Participant must exercise the Option(s) granted to him prior to the end of the
45-day period or such earlier period as may be specified by the Regulator or forfeit such Option.
In case of forfeiture, no Participant shall have a cause of action, of any kind or nature, with
respect to the forfeiture against the Company or any Affiliate. Neither the Company nor any
Affiliate shall be liable to any Participant due to the failure or inability of the Company or any
Affiliate to provide adequate notice to the Participant.



13. ADMINISTRATION OF PLAN




     Notwithstanding any other provision herein to the contrary, this Plan shall be administered in
accordance with the provisions of the Federal Deposit Insurance Corporation’s Statement of Policy
on Applications for Deposit Insurance as such policy relates to stock benefit plans.



14. GENERAL




     (A) Burden and Benefit. The terms and provisions of this Plan and the Options issued
hereunder shall be binding upon, and shall inure to the benefit of, the Company and each
Participant and any permitted successors and assigns.



     (B) Interpretation. When a reference is made in this Plan to a Section, such
reference will be to a Section of this Plan unless otherwise indicated. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Plan will refer to this Plan
as a whole and not to any particular provision in this Plan. In interpreting this Plan and any
Stock Option Award Agreement issued under this Plan, the following rules of interpretation shall
apply: (i) headings are for convenience of reference only and will not affect in any way the
meaning or interpretation of the Plan or any Stock Option Award Agreement; (ii) whenever the words
“include,” “includes” or “including,” they will be deemed to be followed by the words “without
limitation”; (iii) each use of the masculine, neuter or feminine gender will be deemed to include
the other genders; (iv) each use of the plural will include the singular and vice versa, in each
case as the context requires or as is otherwise appropriate; (v) the word “or” is used in the
inclusive sense; (vi) any agreement, instrument or statute defined or referenced means such
agreement, instrument or statute as from time to time amended, modified or supplemented, including
(in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and references to all attachments thereto and
instruments incorporated therein; (vii) references to a person are also to its permitted successors
or assigns. No provision of this Plan or any Stock Option Award Agreement is to be construed to
require, directly or indirectly, any person to take any action, or omit to take any action, which
action or omission would violate applicable law (whether statutory or common law), rule or
regulation.



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     (C) Costs and Expenses. All costs and expenses with respect to the adoption,
implementation and administration of this Plan shall be borne by the Company; provided however
that, except as otherwise specifically provided in this Plan or the applicable Stock Option Award
Agreement between the Company and a Participant, the Company shall not be obligated to pay any
costs or expenses (including legal fees) incurred by any Participant in connection with any Stock
Option Award Agreement, this Plan or any Option or Stock held by any Participant.



     (D) Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan
for long-term incentive compensation. Neither the Plan nor any Option shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Affiliate and a Participant or any other person. Nothing contained herein shall be construed
to give any Participant any rights with respect to any Option, unexercised or exercised, or any
other matters under this Plan that are greater than those of a general unsecured creditor of the
Company.



     (E) Governing Law. The validity, construction and effect of the Plan, any rules and
regulations relating to the Plan and any Option granted hereunder shall be determined in accordance
with the laws of the United States applicable to companies and, to the extent not inconsistent
therewith, to the laws of the State of Nevada, without reference to the laws that might otherwise
govern under applicable principles of conflicts of law.



     (F) Severability. If any term or other provision of this Plan or any Stock Option
Award Agreement is held to be illegal, invalid or unenforceable by any rule of law or public
policy, such term or provision shall be fully severable and this Plan or the Stock Option Award
Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
were not a part hereof, and all other conditions and provisions shall remain in full force and
effect. Upon such determination that any term or other provision is invalid, illegal or
unenforceable, there shall be added automatically as a part of this Plan or the Stock Option Award
Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible and still be legal, valid and enforceable. If any provision of this Plan or any
Stock Option Award Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only as broad as is enforceable.



     (G) Certain Conflicts. In the event of an irreconcilable conflict between the terms
of the Plan and any Stock Option Award Agreement, the terms of the Plan shall prevail.



     (H) Notices. Any notice or other communication required or permitted to be made
hereunder or by reason of the provisions of this Plan or any Stock Option Award Agreement shall be
in writing, duly signed by the party giving such notice or communication and shall be deemed to
have been properly delivered if delivered personally or by a recognized overnight courier service,
or sent by first-class certified or registered mail, postage prepaid, as follows (or at such other
address for a party as shall be specified by like notice): (i) if given to the Company, at its
principal place of business, and (ii) if to a Participant, as provided in his Stock Option Award
Agreement. Any notice properly given hereunder shall be effective on the date on which it is
actually received by the party to whom it was addressed.



*****




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     IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, has
executed this Plan on this the ___day of ___, 2008.



	 	 	 	 	 
	 	UNITED BUSINESS HOLDINGS, INC.

a Nevada corporation

 	 
	 	By:  	 	 
	 	 	Thomas E. Hassey, Chairman 	 
	 	 	 	 
	 




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