ex4_1.htm


    ZEALOUS
HOLDINGS, INC.

     

    2007
STOCK INCENTIVE PLAN

     

    1.
Establishment, Purpose and Types of Awards

     

    ZEALOUS
HOLDINGS, INC., a Delaware corporation (the “Company”), hereby establishes the
ZEALOUS HOLDINGS, INC. 2007 STOCK INCENTIVE PLAN (the “Plan”). The purpose of
the Plan is to promote the long-term growth and profitability of the Company by
(i) providing key employees, officers, directors of, and other individuals
providing bona fide services to, the Company with incentives to improve
stockholder value and to contribute to the growth and financial success of the
Company and (ii) enabling the Company to attract, retain and reward the
best-available persons.

     

    The Plan
permits the granting of stock options (including incentive stock options
qualifying under Code section 422 and nonqualified stock options), stock
appreciation rights, restricted or unrestricted stock awards, phantom stock,
performance awards, other stock-based awards, or any combination of the
foregoing.

     

    2.
Definitions

     

    Under
this Plan, except where the context otherwise indicates, the following
definitions apply:

     

     (a)
“Affiliate” shall mean
any entity, whether now or hereafter existing, which controls, is controlled by,
or is under common control with, the Company (including, but not limited to,
joint ventures, limited liability companies, and partnerships).  For
this purpose, “control” shall mean ownership of 50% or more of the total
combined voting power or value of all classes of stock or interests of the
entity.

     

     (b) “Award” shall mean any stock
option, stock appreciation right, stock award, phantom stock award, performance
award, or other stock-based award.

     

     (c) “Board” shall mean the Board
of Directors of the Company.

    


     (d) “Change in Control”
means:

     

     (i) an
acquisition (other than from the Company) in a transaction, or a series of
related transactions, by any person, entity or “group,” within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange
Act”), (excluding for this purpose, (A) the Company or its subsidiaries,
(B) any employee benefit plan of the Company or its subsidiaries which acquires
beneficial ownership of voting securities of the Company, (C) an underwriter
temporarily holding securities pursuant to an offering of such securities, or
(D) any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors) of beneficial ownership, within the meaning of Rule


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13d-3
promulgated under the Exchange Act, of 50% or more of either the then
outstanding shares of common stock or the combined voting power of the Company’s
then outstanding voting securities entitled to vote generally in the election of
directors (the “Company Voting
Stock”);

     

    (ii) the
effective time of any merger, share exchange, consolidation or other
reorganization or business combination of the Company if immediately after such
transaction persons who hold a majority of the outstanding voting securities
entitled to vote generally in the election of directors
of the surviving entity (or the entity owning 100% of such surviving entity) are
not persons who held the Company Voting Stock immediately prior to such
transaction;

     

    (iii) the
closing of a sale or conveyance of all or substantially all of the assets of the
Company;

     

    (iv)
individuals who were the Board’s nominees for election as directors immediately
prior to a meeting of the stockholders of the Company involving an actual or
threatened election contest relating to the election of the directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act, cease to constitute a majority of the Board following
the election; or

     

    (v) the
dissolution or liquidation of the Company;

     

    provided,
however, that the term “Change in Control” does not include (1) a public
offering of capital stock of the Company that is effected pursuant to a
registration statement filed with, and declared effective by, the Securities and
Exchange Commission under the Securities Act of 1933, or (2) any transaction
pursuant to which shares of capital stock of the Company are transferred or
issued to any trust, charitable organization, foundation, family partnership or
other entity controlled directly or indirectly by, or established for the
benefit of, Employee or controlled by the Employee for the benefit of Employee’s
immediate family members (including spouses, children, grandchildren, parents,
and siblings, in each case to include in-laws and adoptive relations), or
transferred to any such immediate family members.

     

     (e) “Code” shall mean the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder.

     

     (f) “Common Stock” shall mean
shares of Class B common stock of the Company, par value of ($0.0001) per
share.

    


     (g) “Fair Market Value” shall
mean, with respect to a share of the Company’s Common Stock for any purpose on a
particular date, the value determined by the Administrator in good
faith.  However, if the Common Stock is registered under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for
trading on a national exchange or market, “Fair Market Value” shall
mean, as applicable, (i) either the closing price or the average of the high and
low sale price on the relevant date, as determined in the Administrator’s
discretion, quoted on the New York Stock Exchange, the American Stock Exchange,
or the Nasdaq National Market; (ii) the last sale price on the relevant date
quoted on the Nasdaq SmallCap Market; (iii) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board
Service or by the National Quotation Bureau, Inc. or a comparable service as
determined in the Administrator’s discretion; or (iv) if the Common Stock is not
quoted by any of the above, the average of the closing bid and asked prices on
the relevant date furnished by a professional market maker for the Common Stock,
or by such other source, selected by 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
Administrator.  If no public trading of the Common Stock occurs on the
relevant date, then Fair Market Value shall be determined as of the next
preceding date on which trading of the Common Stock does occur.  For
all purposes under this Plan, the term “relevant date” as used in this Section
2.1(g) shall mean either the date as of which Fair Market Value is to be
determined or the next preceding date on which public trading of the Common
Stock occurs, as determined in the Administrator’s discretion.

    


    (h) “Grant Agreement” shall mean
a written document memorializing the terms and conditions of an Award granted
pursuant to the Plan and shall incorporate the terms of the Plan.

    


    3.
Administration

     

     (a) Administration of the
Plan.  The Plan shall be administered by the Board or by such
committee or committees as may be appointed by the Board from time to time (the
Board, committee or committees hereinafter referred to as the
“Administrator”).

     

     (b) Powers of the Administrator.
The Administrator shall have all the powers vested in it by the terms of the
Plan, such powers to include authority, in its sole and absolute discretion, to
grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards
and establish programs for granting Awards.

     

     The
Administrator shall have full power and authority to take all other actions
necessary to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to:  (i) determine the eligible persons to
whom, and the time or times at which Awards shall be granted; (ii) determine the
types of Awards to be granted; (iii) determine the number of shares to be
covered by or used for reference purposes for each Award; (iv) impose such
terms, limitations, restrictions and conditions upon any such Award as the
Administrator shall deem appropriate; (v) modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided however, that, except as provided in Section 7(d) of the
Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate or
otherwise change the time in which an Award may be exercised or becomes payable
and to waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to such Award, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of an
Award following termination of any grantee’s employment or other relationship
with the Company; and (vii) establish objectives and conditions, if any, for
earning Awards and determining whether Awards will be paid after the end of a
performance period.

     

     The
Administrator shall have full power and authority, in its sole and absolute
discretion, to administer and interpret the Plan and to adopt and interpret such
rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.

    


     

     (c) Non-Uniform
Determinations.  The Administrator’s determinations under the
Plan (including without limitation, determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards and the Grant Agreements evidencing such Awards) need not be uniform
and may be made by the Administrator selectively among persons who receive, or
are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     (d) Limited Liability. To the
maximum extent permitted by law, no member of the Administrator shall be liable
for any action taken or decision made in good faith relating to the Plan or any
Award thereunder.

    


     (e) Indemnification. To the
maximum extent permitted by law and by the Company's charter and by-laws, the
members of the Administrator shall be indemnified by the Company in respect of
all their activities under the Plan.

    


     (f) Effect of Administrator’s
Decision. All actions taken and decisions and determinations made by the
Administrator on all matters relating to the Plan pursuant to the powers vested
in it hereunder shall be in the Administrator’s sole and absolute discretion and
shall be conclusive and binding on all parties concerned, including, without
limitation, the Company, its stockholders, any participants in the Plan and any
other employee, consultant, or director of the Company, and their respective
successors in interest.

    


    


    4.
Shares Available for the Plan

     

    Subject
to adjustments as provided in Section 7(d) of the Plan, the shares of Common
Stock that may be issued with respect to Awards granted under the Plan shall not
exceed an aggregate of 20% of the issued and outstanding shares of Class A and
Class B Common Stock. The Company shall reserve such number of shares for Awards
under the Plan, subject to adjustments as provided in Section 7(d) of the
Plan.  If any Award, or portion of an Award, under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited or otherwise
terminated, surrendered or canceled as to any shares, or if any shares of Common
Stock are surrendered to the Company in connection with any Award (whether or
not such surrendered shares were acquired pursuant to any Award), or if any
shares are withheld by the Company, the shares subject to such Award and the
surrendered and withheld shares shall thereafter be available for further Awards
under the Plan; provided, however, that any such shares that are surrendered to
or withheld by the Company in connection with any Award or that are otherwise
forfeited after issuance shall not be available for purchase pursuant to
incentive stock options intended to qualify under Code section 422.

     

    5.
Participation

     

    Participation
in the Plan shall be open to all employees, officers, and directors of, and
other individuals providing bona fide services to or for, the Company, or of any
Affiliate of the Company, as may be selected by the Administrator from time to
time.  The Administrator may also grant Awards to individuals in
connection with hiring, retention or otherwise, prior to the date the individual
first performs services for the Company or an Affiliate provided that such
Awards shall not become vested prior to the date the individual first performs
such services.

     

    6.
Awards

     

    The
Administrator, in its sole discretion, establishes the terms of all Awards
granted under the Plan. Awards may be granted individually or in tandem with
other types of Awards.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
Awards are subject to the terms and conditions provided in the Grant
Agreement.  The Administrator may permit or require a recipient of an
Award to defer such individual’s receipt of the payment of cash or the delivery
of Common Stock that would otherwise be due to such individual by virtue of the
exercise of, payment of, or lapse or waiver of restrictions respecting, any
Award.  If any such payment deferral is required or permitted, the
Administrator shall, in its sole discretion, establish rules and procedures for
such payment deferrals.

     

    (a) Stock Options.  The
Administrator may from time to time grant to eligible participants Awards of
incentive stock options as that term is defined in Code section 422 or
nonqualified stock options; provided, however, that Awards of incentive stock
options shall be limited to employees of the Company or of any current or
hereafter existing “parent corporation” or “subsidiary corporation,” as defined
in Code sections 424(e) and (f), respectively, of the
Company.  Options intended to qualify as incentive stock options under
Code section 422 must have an exercise price at least equal to Fair Market Value
as of the date of grant, but nonqualified stock options may be granted with an
exercise price less than Fair Market Value.  No stock option shall be
an incentive stock option unless so designated by the Administrator at the time
of grant or in the Grant Agreement evidencing such stock option.

     

    (b) Stock Appreciation Rights.
The Administrator may from time to time grant to eligible participants
Awards of Stock Appreciation Rights (“SAR”). An SAR entitles the grantee to
receive, subject to the provisions of the Plan and the Grant Agreement, a
payment having an aggregate value equal to the product of (i) the excess of (A)
the Fair Market Value on the exercise date of one share of Common Stock over (B)
the base price per share specified in the Grant Agreement, times (ii) the number
of shares specified by the SAR, or portion thereof, which is exercised. Payment
by the Company of the amount receivable upon any exercise of an

    SAR may
be made by the delivery of Common Stock or cash, or any combination of Common
Stock and cash, as determined in the sole discretion of the Administrator. If
upon settlement of the exercise of an SAR a grantee is to receive a portion of
such payment in shares of Common Stock, the number of shares shall be determined
by dividing such portion by the Fair Market Value of a share of Common Stock on
the exercise date. No fractional shares shall be used for such payment and the
Administrator shall determine whether cash shall be given in lieu of such
fractional shares or whether such fractional shares shall be
eliminated.

    


      (c)
Stock Awards. The
Administrator may from time to time grant restricted or unrestricted stock
Awards to eligible participants in such amounts, on such terms and conditions,
and for such consideration, including no consideration or such minimum
consideration as may be required by law, as it shall determine.  A
stock Award may be paid in Common Stock, in cash, or in a combination of Common
Stock and cash, as determined in the sole discretion of the
Administrator.

     

     (d) Phantom Stock.  The
Administrator may from time to time grant Awards to eligible participants
denominated in stock-equivalent units (“phantom stock”) in such amounts and on
such terms and conditions as it shall determine.  Phantom stock units
granted to a participant shall be credited to a bookkeeping reserve account
solely for accounting purposes and shall not require a segregation of any of the
Company’s assets.  An Award of phantom stock may be settled in Common
Stock, in cash, or in a combination of Common Stock and cash, as determined in
the sole discretion of the Administrator. Except as otherwise provided in the
applicable Grant Agreement, the grantee shall not have the rights of a
stockholder with respect to any shares of Common Stock represented by a phantom
stock unit solely as a result of the grant of a phantom stock unit to the
grantee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) Performance Awards. The
Administrator may, in its discretion, grant performance awards which become
payable on account of attainment of one or more performance goals established by
the Administrator.  Performance awards may be paid by the delivery of
Common Stock or cash, or any combination of Common Stock and cash, as determined
in the sole discretion of the Administrator.  Performance goals
established by the Administrator may be based on the Company’s or an Affiliate's
operating income or one or more other business criteria selected by the
Administrator that apply to an individual or group of individuals, a business
unit, or the Company or an Affiliate as a whole, over such performance period as
the Administrator may designate.

    


     (f) Other Stock-Based
Awards.  The Administrator may from time to time grant other
stock-based awards to eligible participants in such amounts, on such terms and
conditions, and for such consideration, including no consideration or such
minimum consideration as may be required by law, as it shall determine. Other
stock-based awards may be denominated in cash, in Common Stock or other
securities, in stock-equivalent units, in stock appreciation units, in
securities or debentures convertible into Common Stock, or in any combination of
the foregoing and may be paid in Common Stock or other securities, in cash, or
in a combination of Common Stock or other securities and cash, all as determined
in the sole discretion of the Administrator.

     

    7.
Miscellaneous

     

     (a) Withholding of Taxes.
Grantees and holders of Awards shall pay to the Company or its Affiliate, or
make provision satisfactory to the Administrator for payment of, any taxes
required to be withheld in respect of Awards under the Plan no later than the
date of the event creating the tax liability.  The Company or its
Affiliate may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the grantee or holder of an
Award.  In the event that payment to the Company or its Affiliate of
such tax obligations is made in shares of Common Stock, such shares shall be
valued at Fair Market Value on the applicable date for such
purposes.

     

     (b) Loans. The Company or its
Affiliate may make or guarantee loans to grantees to assist grantees in
exercising Awards and satisfying any withholding tax obligations.

    


     (c) Transferability. Except as
otherwise determined by the Administrator, and in any event in the case of an
incentive stock option or a stock appreciation right granted with respect to an
incentive stock option, no Award granted under the Plan shall be transferable by
a grantee otherwise than by will or the laws of descent and distribution. Unless
otherwise determined by the Administrator in accord with the provisions of the
immediately preceding sentence, an Award may be exercised during the lifetime of
the grantee, only by the grantee or, during the period the grantee is under a
legal disability, by the grantee’s guardian or legal
representative.

    


    (d) Adjustments for Corporate
Transactions and Other Events.

    


        (i) Stock Dividend, Stock Split and
Reverse Stock Split. In the event of a stock dividend of, or stock split
or reverse stock split affecting, the Common Stock, (A) the maximum number of
shares of such Common Stock as to which Awards may be granted under this Plan
and the maximum number of shares with respect to which Awards may be granted
during any one fiscal year of the Company to any individual, as provided in
Section 4 of the Plan, and (B) the number of shares covered by and the exercise
price and other terms of outstanding Awards, shall, without further action of
the Board, be adjusted to reflect such event.  The Administrator may
make 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    adjustments,
in its discretion, to address the treatment of fractional shares and fractional
cents that arise with respect to outstanding Awards as a result of the stock
dividend, stock split or reverse stock split.

     

                   
(ii) Non-Change in Control
Transactions. Except with respect to the transactions set forth in
Section 7(d)(i), in the event of any change affecting the Common Stock, the
Company or its capitalization, by reason of a spin-off, split-up, dividend,
recapitalization, merger, consolidation or share exchange, other than any such
change that is part of a transaction resulting in a Change in Control, the
Administrator, in its discretion and without the consent of the holders of the
Awards, shall make (A) appropriate adjustments to the maximum number and kind of
shares reserved for issuance or with respect to which Awards may be granted
under the Plan, as provided in Section 4 of the Plan; and (B) any adjustments in
outstanding Awards, including but not limited to reducing the number, kind and
price of securities subject to Awards.

     

    (iii)
Change in Control
Transactions. In the event of any transaction resulting in a Change in
Control of the Company, outstanding stock options and SAR’s under this Plan will
terminate upon the effective time of such Change in Control unless provision is
made in connection with the transaction for the continuation or assumption of
such Awards by, or for the substitution of the equivalent awards of, the
surviving or successor entity or a parent thereof.  In the event of
such termination, the holders of stock options and SAR’s under the Plan will be
permitted, for a period of at least twenty days prior to the effective time of
the Change in Control, to exercise all portions of such Awards that are then
exercisable or which become exercisable upon or prior to the effective time of
the Change in Control;  provided, however, that any such exercise of
any portion of such an Award which becomes exercisable as a result of such
Change in Control shall be deemed to occur immediately prior to the effective
time of such Change in Control.

     

    (iv)
Pooling of Interests
Transactions. In connection with any business combination authorized by
the Board, the Administrator, in its sole discretion and without the consent of
the holders of the Awards, may make any modifications to any Awards, including
but not limited to cancellation, forfeiture, surrender or other termination of
the Awards, in whole or in part, regardless of the vested status of the Award,
but solely to the extent necessary to facilitate the compliance of such
transaction with requirements for treatment as a pooling of interests
transaction for accounting purposes under generally accepted accounting
principles.

     

    (v) Unusual or Nonrecurring Events.
The Administrator is authorized to make, in its discretion and without
the consent of holders of Awards, adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or nonrecurring
events affecting the Company, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

     

     (e) Substitution of Awards in Mergers
and Acquisitions. Awards may be granted under the Plan from time to time
in substitution for Awards held by employees, officers, consultants or directors
of entities who become or are about to become employees, officers, consultants
or directors of the Company or an Affiliate as the result of a merger or
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    the
Company or an Affiliate, or the acquisition by the Company or an Affiliate of
the assets or stock of the employing entity.  The terms and conditions
of any substitute Awards so granted may vary from the terms and conditions set
forth herein to the extent that the Administrator deems appropriate at the time
of grant to conform the substitute Awards to the provisions of the awards for
which they are substituted.

     

     (f) Stock Restriction Agreement and
Voting Trust. As a condition precedent to the grant of any Award under
the Plan, the exercise pursuant to such an Award, or to the delivery of
certificates for shares issued pursuant to any Award, the Administrator may
require the grantee or the grantee’s successor or permitted transferee, as the
case may be, to become a party to a Stock Restriction Agreement of the Company
and/or a Voting Trust Agreement in such form(s) as the Administrator may
determine from time to time.

    


     (g) Compliance with Securities Laws;
Listing and Registration. If at any time the Administrator determines
that the delivery of Common Stock under the Plan is or may be unlawful under the
laws of any applicable jurisdiction, or federal or state securities laws, the
right to exercise an Award or receive shares of Common Stock pursuant to an
Award shall be suspended until the Administrator determines that such delivery
is lawful. The Company shall have no obligation to effect any registration or
qualification of the Common Stock under federal or state laws.

     

     The
Company may require that a grantee, as a condition to exercise of an Award, and
as a condition to the delivery of any share certificate, make such written
representations (including representations to the effect that such person will
not dispose of the Common Stock so acquired in violation of federal or state
securities laws) and furnish such information as may, in the opinion of counsel
for the Company, be appropriate to permit the Company to issue the Common Stock
in compliance with applicable federal and state securities laws.  The
stock certificates for any shares of Common Stock issued pursuant to this Plan
may bear a legend restricting transferability of the shares of Common Stock
unless such shares are registered or an exemption from registration is available
under the Securities Act of 1933, as amended, and applicable state securities
laws.

    


     (h) Termination, Amendment and
Modification of the Plan. The Board may terminate, amend or modify the
Plan or any portion thereof at any time.

     

     (i) Non-Guarantee of Employment or
Service. Nothing in the Plan or in any Grant Agreement thereunder shall
confer any right on an individual to continue in the service of the Company or
shall interfere in any way with the right of the Company to terminate such
service at any time with or without cause or notice.

    


     (j) Compliance with Securities Laws;
Listing and Registration. If at any time the Administrator determines
that the delivery of Common Stock under the Plan is or may be unlawful under the
laws of any applicable jurisdiction, or federal or state securities laws, the
right to exercise an Award or receive shares of Common Stock pursuant to an
Award shall be suspended until the Administrator determines that such delivery
is lawful. The Company shall have no obligation to effect any registration or
qualification of the Common Stock under federal or state laws.

     

           
The Company may require that a grantee, as a condition to exercise of an Award,
and as a condition to the delivery of any share certificate, make such written
representations (including representations to the effect that such person will
not dispose of the Common Stock so acquired in violation of federal or state
securities laws) and furnish such information as may, in the opinion of counsel
for the Company, be appropriate to permit the Company to issue the Common Stock
in compliance with applicable federal and state securities laws.  The
stock certificates for any shares 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of Common
Stock issued pursuant to this Plan may bear a legend restricting transferability
of the shares of Common Stock unless such shares are registered or an exemption
from registration is available under the Securities Act of 1933, as amended, and
applicable state securities laws.

     

     (k) No Trust or Fund Created.
Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a
grantee or any other person. To the extent that any grantee or other person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

    


     (l) Governing Law. The validity,
construction and effect of the Plan, of Grant Agreements entered into pursuant
to the Plan, and of any rules, regulations, determinations or decisions made by
the Administrator relating to the Plan or such Grant Agreements, and the rights
of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with applicable
federal laws and the laws of the State of Delaware, without regard to its
conflict of laws principles.

    


     (m) Effective Date; Termination
Date. The Plan is effective as of the date on which the Plan is adopted
by the Board, subject to approval of the stockholders within twelve months
before or after such date. No Award shall be granted under the Plan after the
close of business on the day immediately preceding the tenth anniversary of the
effective date of the Plan, or if earlier, the tenth anniversary of the date
this Plan is approved by the stockholders.  Subject to other
applicable provisions of the Plan, all Awards made under the Plan prior to such
termination of the Plan shall remain in effect until such Awards have been
satisfied or terminated in accordance with the Plan and the terms of such
Awards.

    


    Date
Approved by the Board:  October 19, 2007

     

    Date
Approved by the Stockholders:  January 25,
2008

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX A PROVISIONS FOR
CALIFORNIA RESIDENTS

     

    With
respect to Awards granted to California residents prior to a public offering of
capital stock of the Company that is effected pursuant to a registration
statement filed with, and declared effective by, the Securities and Exchange
Commission under the Securities Act of 1933 and only to the extent required by
applicable law, the following provisions shall apply notwithstanding anything in
the Plan or a Grant Agreement to the contrary:

     

    1. No such persons shall be
entitled to receive Awards in the form of any stock appreciation rights or
phantom stock.

     

    2. With respect to any Award
granted in the form of a stock option pursuant to Section 6(a) of the
Plan:

    


    (a) The
options shall be non-transferable other than by will, by the laws of descent and
distribution, by instrument to an inter vivos or testamentary trust in which the
options are to be passed to beneficiaries upon the death of the trustor
(settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R.
240.16a-1(e).

    


    (b) The
Award recipient shall have the right to exercise at the rate of at least 20% per
year over 5 years from the date the option is granted, subject to reasonable
conditions such as continued employment. However, if an option is granted to
officers, directors, or consultants of the Company or the issuer of the
underlying security or any of its affiliates, the option may become fully
exercisable, subject to reasonable conditions such as continued employment, at
any time or during any period established by the issuer of the option or the
issuer of the underlying security or any of its affiliates.

    


    (c)
Unless employment is terminated for “cause” as defined by applicable law, the
terms of the Plan or Grant Agreement or a contract of employment, the right to
exercise the option in the event of termination of employment, to the extent
that the Award recipient is otherwise entitled to exercise on the date
employment terminates, will be as follows:

    


    (1) At
least 6 months from the date of termination if termination was caused by death
or disability.

    


    (2) At
least 30 days from the date of termination if termination was caused by other
than death or disability.

    


    3. The Company’s shareholders
must approve the Plan within 12 months before or after the date the Plan is
adopted. Any option exercised before shareholder approval is obtained must be
rescinded if shareholder approval is not obtained within 12 months before or
after the Plan is adopted.  Such shares shall not be counted in
determining whether such approval is obtained.

    


    4. The Plan is intended to
comply with Section 25102(o) of the California Corporations Code.  Any
provision of this Plan which is inconsistent with Section 25102(o), including
without limitation any provision of this Plan that is more restrictive than
would be permitted by Section 25102(o) as amended from time to time, shall,
without further act or amendment by the Board, be reformed to comply with the
provisions of Section 25102(o).  If at any time the Administrator
determines that the delivery of Common Stock under the Plan is or may be
unlawful under the laws of any applicable jurisdiction, or federal or state
securities laws, the right to exercise an Award or receive shares of Common
Stock pursuant to an Award shall be suspended until the Administrator determines
that such delivery is lawful.  The Company shall have no obligation to
effect any registration or qualification of the Common Stock under federal or
state laws.