Exhibit
10.1 - 2010 Incentive Compensation Plan

    


    BAETA
CORP.

    (the
“Company”)

    


    2010
INCENTIVE COMPENSATION PLAN

    


    
      	
              1.

            	
              PURPOSE

            


    

    


    The
purpose of this 2010 Incentive Compensation Plan of BAETA CORP., is to advance
the interests of the Company (as herein defined) by encouraging Eligible
Employees (as herein defined) to acquire shares of the Company, thereby
increasing their proprietary interest in the Company, encouraging them to remain
associated with the Company and furnishing them with additional incentive to
advance the interests of the Company in the conduct of their
affairs.

    


    
      	
              2.

            	
              DEFINITIONS

            


    

    


    As used
herein, the following definitions shall apply:

    


    
      	
               
      

            	
              (a)

            	
              "Administrator"
      means the Board or a Committee of the Board duly appointed by the Board as
      the Administrator hereof.

            


    

    


    
      	
               
      

            	
              (b)

            	
              "Affiliate" and
      "Associate"
      shall have the respective meanings ascribed to such terms in the
      Securities Act.

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Applicable
      Laws" means the legal requirements relating to the administration
      of incentive compensation plans, if any, under applicable provisions of
      federal securities laws, state corporate and securities laws, the
      Securities Act, the rules of any applicable stock exchange or national
      market system, and the rules of any foreign jurisdiction applicable to
      Awards granted to residents
therein.

            


    

    


    
      	
               
      

            	
              (d)

            	
              "Award" means
      the grant of Performance Shares or other right or benefit under the
      Plan.

            


    

    


    
      	
               
      

            	
              (e)

            	
              "Award
      Agreement" means the written agreement evidencing the grant of an
      Award executed by the Company and the Grantee, including any amendments
      thereto.

            


    

    


    
      	
               
      

            	
              (f)

            	
              "Board" means
      the Board of Directors of the
Company.

            


    

    


    
      	
               
      

            	
              (g)

            	
              "Cause" means,
      with respect to the termination by the Company or a Related Entity of the
      Grantee's Continuous Service, that such termination is for `Cause' as such
      term is expressly defined in a then-effective written agreement between
      the Grantee and the Company or such Related Entity, or in the absence of
      such then-effective written agreement and definition, is based on, in the
      determination of the Administrator, the
  Grantee's:

            


    

    


    
      	
               
      

            	
              (i)

            	
              refusal
      or failure to act in accordance with any specific, lawful direction or
      order of the Company or a Related
Entity;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              unfitness
      or unavailability for service or unsatisfactory performance (other than as
      a result of Disability);

            


    

    


    
      	
               
      

            	
              (iii)

            	
              performance
      of any act or failure to perform any act in bad faith and to the detriment
      of the Company or a Related Entity;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              dishonesty,
      intentional misconduct or material breach of any agreement with the
      Company or a Related Entity; or

            


    

    


    
      	
               
      

            	
              (v)

            	
              commission
      of a crime involving dishonesty, breach of trust, or physical or emotional
      harm to any person.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (h)

            	
              "Change in
      Control" means a change in
      ownership or control of the Company effected through either of the
      following transactions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      direct or indirect acquisition by any person or related group of persons
      (other than an acquisition by the Company or by a Company-sponsored
      employee benefit plan or by a person that directly or indirectly controls,
      is controlled by, or is under common control with, the Company) of
      beneficial ownership of securities possessing more than fifty percent
      (50%) of the
      total combined voting power of the Company's outstanding securities
      pursuant to a tender or exchange offer made directly to the Company's
      shareholders which a majority of the Continuing Directors who are not
      Affiliates or Associates of the offeror do not recommend such shareholders
      accept, or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      change in the composition of the Board over a period of thirty-six (36)
      months or less such that a majority of the Board members (rounded up to
      the next whole number) ceases, by reason of one or more contested
      elections for Board membership, to be comprised of individuals who are
      Continuing Directors.

            


    

    


    
      	
               
      

            	
              (i)

            	
              "Committee"
      means any committee appointed by the Board to administer the
      Plan.

            


    

    


    
      	
               
      

            	
              (j)

            	
              "Common Stock"
      means the common stock of the
Company.

            


    

    


    
      	
               
      

            	
              (k)

            	
              "Company" means
      BAETA CORP., a New Jersey company.

            


    

    


    
      	
               
      

            	
              (l)

            	
              "Consultant"
      means any person (other than an Employee or solely with respect to
      rendering services in such person's capacity as a Director) who is engaged
      by the Company or any Related Entity to render consulting or advisory
      services to the Company or such Related
Entity.

            


    

    


    
      	
               
      

            	
              (m)

            	
              "Continuing
      Directors" means members of the Board who either (i) have been
      Board members continuously for a period of at least thirty-six (36) months
      or (ii) have been Board members for less than thirty-six (36) months and
      were elected or nominated for election as Board members by at least a
      majority of the Board members described in clause 2.(h)(ii) who were
      still in office at the time such election or nomination was approved by
      the Board.

            


    

    


    
      	
               
      

            	
              (n)

            	
              "Continuous
      Service" means that the provision of services to the Company or a
      Related Entity in any capacity of Employee or Consultant is not
      interrupted or terminated.  Continuous Service shall not be
      considered interrupted in the case of (i) any approved leave of absence,
      (ii) transfers between locations of the Company or among the Company, any
      Related Entity, or any successor, in any capacity of Employee, Director or
      Consultant, or (iii) any change in status as long as the individual
      remains in the service of the Company or a Related Entity in any capacity
      of Employee, Director or Consultant (except as otherwise provided in the
      Award Agreement).  An approved leave of absence shall include
      sick leave, military leave, or any other authorized personal
      leave.  No such leave may exceed ninety (90) days, unless
      reemployment upon expiration of such leave is guaranteed by statute or
      contract.

            


    

    


    
      	
               
      

            	
              (o)

            	
              "Corporate
      Transaction" means any of the
      following transactions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              a
      merger or consolidation in which the Company is not the surviving entity,
      except for a transaction the principal purpose of which is to change the
      jurisdiction in which the Company is
organized;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      sale, transfer or other disposition of all or substantially all of the
      assets of the Company (including the capital stock of the Company's
      subsidiary corporations) in connection with the complete liquidation or
      dissolution of the Company; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      reverse merger in which the Company is the surviving entity but in which
      securities possessing more than fifty percent (50%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from those who held such securities
      immediately prior to such
merger.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (p)

            	
              "Director" means
      a member of the Board or the board of directors of any Related
      Entity.

            


    

    


    
      	
               
      

            	
              (q)

            	
              "Disability"
      means that a Grantee is unable to carry out the responsibilities and
      functions of the position held by the Grantee by reason of any medically
      determinable physical or mental impairment.  A Grantee will not
      be considered to have incurred a Disability unless he or she furnishes
      proof of such impairment sufficient to satisfy the Administrator in its
      discretion.

            


    

    


    
      	
               
      

            	
              (r)

            	
              "Eligible
      Employee" means any person who is an Employee or a
      Consultant.

            


    

    


    
      	
               
      

            	
              (s)

            	
              "Employee" means
      any person, including an Officer or Director, who is a full-time or
      part-time employee of the Company or any Related
  Entity.

            


    

    


    
      	
               
      

            	
              (t)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              Where
      there exists a public market for the Common Stock, the Fair Market Value
      shall be (A) the average closing price for a Share for the last seven
      (7) market trading days prior to the time of the determination (or, if no
      closing price was reported on those days, on the last seven trading days
      on which a closing price was reported) on the stock exchange determined by
      the Administrator to be the primary market for the Common Stock or the
      NASDAQ National Market, whichever is applicable or (B) if the Common
      Stock is not traded on any such exchange or national market system, the
      average of the closing bid and asked prices of a Share on the NASDAQ Small
      Cap Market for the seven (7) days prior to the time of the determination
      (or, if no such prices were reported on those days, on the last seven days
      on which such prices were reported), in each case, as reported in The Wall Street Journal
      or such other source as the Administrator deems reliable;
    or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the absence of an established market for the Common Stock of the type
      described in 2.(t)(i), above, the Fair Market Value thereof shall be
      determined by the Administrator in good
faith.

            


    

    


    
      	
               
      

            	
              (u)

            	
              "Grantee" means
      an Eligible Employee who receives an Award pursuant to an Award Agreement
      under the Plan.

            


    

    


    
      	
               
      

            	
              (v)

            	
              "Insider"
      means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              a
      Director or Senior Officer of the
Company;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      Director or Senior Officer of a person that is itself an Insider or
      Subsidiary of the Company;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              a
      person that has:

            


    

    


    
      	
               
      

            	
              A.

            	
              direct
      or indirect beneficial ownership
of,

            


    

    


    
      	
               
      

            	
              B.

            	
              control
      or direction over, or

            


    

    


    
      	
               
      

            	
              C.

            	
              a
      combination of direct or indirect beneficial ownership of and control or
      direction over

            


    

    


    
      	
               
      

            	
              securities
      of the Company carrying more than 10% of the voting rights attached to all
      the Company's outstanding voting securities, excluding, for the purpose of
      the calculation of the percentage held, any securities held by the person
      as underwriter in the course of a distribution,
  or

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Company itself, if it has purchased, redeemed or otherwise acquired any
      securities of its own issue, for so long as it continues to hold those
      securities.

            


    

    


    
      	
            	
              (w) 

            	
              "Officer" means
      a person who is an officer, including a Senior Officer, of the Company or
      a Related Entity within the meaning prescribed to under the Securities Act
      and the rules and regulations promulgated
  thereunder.

            


    

    


    
      	
               
      

            	
              (x)

            	
              "Option" means
      an option to purchase Shares pursuant to an Award Agreement granted under
      the Plan.

            


    

    


    
      	
               
      

            	
              (y)

            	
              "Parent" means a
      "parent corporation", whether now or hereafter existing, which holds a
      majority of the voting shares of the
Company.

            


    

    


    
      	
               
      

            	
              (z)

            	
              "Performance
      Shares" means Shares or an Award denominated in Shares which may be
      earned in whole or in part upon attainment of performance criteria
      established by the Administrator not to exceed an aggregate of 2.2 million
      Shares.

            


    

    


    
      	
               
      

            	
              (aa)

            	
              "Performance
      Units" means an Award which may be earned in whole or in part upon
      attainment of performance criteria established by the Administrator and
      which may be settled for cash, Shares or other securities or a combination
      of cash, Shares or other securities as established by the
      Administrator.

            


    

    


    
      	
               
      

            	
              (bb)

            	
              "Plan" means
      this 2010 Incentive Compensation Plan as approved by Board consent with
      effect from June 7, 2010.

            


    

    


    
      	
               
      

            	
              (cc)

            	
              "Related Entity"
      means any Parent, Subsidiary and any business, corporation, partnership,
      limited liability company or other entity in which the Company, a Parent
      or a Subsidiary holds a substantial ownership interest, directly or
      indirectly.

            


    

    


    
      	
               
      

            	
              (dd)

            	
              "Restricted
      Stock" means Shares issued under the Plan to the Grantee for such
      consideration, if any, and subject to such restrictions on transfer,
      rights of first refusal, repurchase provisions, forfeiture provisions, and
      other terms and conditions as established by the
      Administrator.

            


    

    


    
      	
               
      

            	
              (ee)

            	
              "SAR" means a
      stock appreciation right entitling the Grantee to Shares or cash
      compensation, as established by the Administrator, measured by
      appreciation in the value of Common
Stock.

            


    

    


    
      	
               
      

            	
              (ff)

            	
              "Securities Act"
      means the Securities Act of 1933, as
amended.

            


    

    


    
      	
               
      

            	
              (gg)

            	
              "Senior Officer"
      means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      chair or vice chair of the Board, the president, a vice-president, the
      secretary, the treasurer or the general manager of the
      Company;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      individual who performs functions for a person similar to those normally
      performed by an individual occupying any office specified in paragraph
      2.(gg)(i) above, and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      five (5) highest paid employees of the Company, including any individual
      referred to in paragraph 2.(gg)(i) or 2.(gg)(ii) and excluding a
      commissioned salesperson who does not act in a managerial
      capacity.

            


    

    


    
      	
               
      

            	
              (hh)

            	
              "Share" means a
      share of the Common Stock.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              "Subsidiary"
      means a "subsidiary corporation", whether now or hereafter existing, as
      determined by British Columbia corporate
law.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (jj)

            	
              "Stock Incentive
      Plan" means the current stock option plan and any subsequent such
      plans approved by the shareholders of the
  Company.

            


    

    


    
      	
               
      

            	
              (kk)

            	
              "Related Entity
      Disposition" means the sale, distribution or other disposition by
      the Company of all or substantially all of the Company's interests in any
      Related Entity effected by a sale, merger or consolidation or other
      transaction involving that Related Entity or the sale of all or
      substantially all of the assets of that Related
  Entity.

            


    

    


    
      	
              3.

            	
              OPTIONS ISSUED UNDER
      THE PLAN

            


    

    


    All
Options issued under the Plan shall be subject to the provisions of the Stock
Incentive Plan.

    


    
      	
              4.

            	
              ADMINISTRATION

            


    

    


    
      	
            	
              (a)

            	
              Plan
      Administrator

            


    

    


    
      	
               
      

            	
              (i)

            	
              Administration with
      Respect to Eligible Employees.  With respect to grants of
      Awards to Eligible Employees, the Plan shall be administered by (A) the
      Board or (B) a Committee designated by the Board, which Committee shall be
      constituted in such a manner as to satisfy the Applicable
      Laws.  Once appointed, such Committee shall continue to serve in
      its designated capacity until otherwise directed by the
    Board.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Administration
      Errors.  In the event an Award is granted in a manner
      inconsistent with the provisions of this subsection 4(a), such Award shall
      be presumptively valid as of its grant date to the extent permitted by the
      Applicable Laws.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Powers of the
      Administrator.  Subject to Applicable Laws and the
      provisions of the Plan (including any other powers given to the
      Administrator hereunder), and except as otherwise provided by the Board,
      the Administrator shall have the authority, in its
    discretion:

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      select the Eligible Employees to whom Awards may be granted from time to
      time hereunder;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              to
      determine whether and to what extent Awards are granted
      hereunder;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              to
      determine the number of Performance Shares or the amount of other
      consideration to be covered by each Award granted
    hereunder;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              to
      approve forms of Award Agreements for use under the
  Plan;

            


    

    


    
      	
               
      

            	
              (v)

            	
              to
      determine the terms and conditions of any Award granted
      hereunder;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              to
      suspend the right of an Eligible Employee to receive an Award for any
      reason that the Administrator considers in the best interest of the
      Company;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              to
      establish additional terms, conditions, rules or procedures to accommodate
      the rules or laws of applicable foreign jurisdictions and to afford
      Grantees favourable treatment under such laws; provided, however, that no
      Award shall be granted under any such additional terms, conditions, rules
      or procedures with terms or conditions which are inconsistent with the
      provisions of the Plan; and

            


    

    


    
      	
               
      

            	
              (viii)

            	
              to
      take such other action, not inconsistent with the terms of the Plan, as
      the Administrator deems
appropriate.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              Effect of
      Administrator's Decision.  All decisions, determinations
      and interpretations of the Administrator shall be conclusive and binding
      on all persons.  However, the Board reserves the right to
      override such decisions, determinations and interpretations of the
      Administrator.

            


    

    


    
      	
              5.

            	
              ELIGIBILITY

            


    

    


    Awards
may be granted to Eligible Employees. An Eligible Employee, who has been granted
an Award may, if otherwise eligible, be granted additional Awards.

    


    
      	
              6.

            	
              TERMS AND CONDITIONS
      OF AWARDS

            


    

    


    
      	
               
      

            	
              (a)

            	
              Type of
      Awards.  The Administrator is authorized under the Plan
      to award any type of arrangement to an Eligible Employee that is not
      inconsistent with the provisions of the Plan and that by its terms
      involves or might involve the issuance of (i) Performance Shares, (ii) an
      Option, (iii) a SAR or similar right with a fixed or variable price
      related to the Fair Market Value of the Shares and with an exercise or
      conversion privilege related to the passage of time, the occurrence of one
      or more events, or the satisfaction of performance criteria or other
      conditions, (iv) cash or (v) any other security with the value derived
      from the value of the Shares.  Such Awards may include, without
      limitation, cash, Shares, Options, SARs, Restricted Stock, Performance
      Units or Performance Shares, and an Award may consist of one such security
      or benefit, or two (2) or more of them in any combination or
      alternative.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Designation of
      Award.  Each Award shall be designated in the Award
      Agreement.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Conditions of
      Award.  Subject to the terms of the Plan and Applicable
      Laws, the Administrator shall determine the provisions, terms, and
      conditions of each Award including, but not limited to, the Award vesting
      schedule, forfeiture provisions, form of payment (cash, Shares, or other
      consideration) upon settlement of the Award, and satisfaction of any
      performance criteria.  The performance criteria established by
      the Administrator may be based on any one of, or combination of, economic
      value added, market value added, achievement of individual or corporate
      objectives, or other measures of performance selected by the
      Administrator.  Partial achievement of the specified criteria
      may result in a payment or vesting corresponding to the degree of
      achievement as specified in the Award
Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Acquisitions and Other
      Transactions. The Administrator may issue Awards under the Plan in
      settlement, assumption or substitution for, outstanding awards or
      obligations to grant future awards in connection with the Company or a
      Related Entity acquiring another entity, an interest in another entity or
      an additional interest in a Related Entity whether by merger, stock
      purchase, asset purchase or other form of
  transaction.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Deferral of Award
      Payment. The Administrator may establish one or more programs under
      the Plan to permit selected Grantees the opportunity to elect to defer
      receipt of consideration upon an Award, satisfaction of performance
      criteria, or other event that absent the election would entitle the
      Grantee to payment or receipt of Shares or other consideration under an
      Award.  The Administrator may establish the election procedures,
      the timing of such elections, the mechanisms for payments of, and accrual
      of interest or other earnings, if any, on amounts, Shares or other
      consideration so deferred, and such other terms, conditions, rules and
      procedures that the Administrator deems advisable for the administration
      of any such deferral program.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Award Exchange
      Programs.  The Administrator may establish one or more
      programs under the Plan to permit selected Grantees to exchange an Award
      under the Plan for one or more other types of Awards under the Plan on
      such terms and conditions as determined by the Administrator from time to
      time.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (g)

            	
              Separate
      Programs.  The Administrator may establish one or more
      separate programs under the Plan for the purpose of issuing particular
      forms of Awards to one or more classes of Grantees on such terms and
      conditions as determined by the Administrator from time to
      time.

            


    

     

    
      
      

    

    
      	
               
      

            	
              (h)

            	
              Term of
      Award.  The term of each Award shall be the term stated
      in the Award Agreement.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Transferability of
      Awards.  Awards shall be transferable to the extent
      provided in the Award Agreement.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Time of Granting
      Awards.  The date of grant of an Award shall for all
      purposes be the date on which the Administrator makes the determination to
      grant such Award, or such other date as is determined by the
      Administrator. Notice of the grant determination shall be given to each
      Employee or Consultant to whom an Award is so granted within a reasonable
      time after the date of such grant.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Termination of
      Continuous Service.  If Continuous Service is terminated
      by the Company or a Related Party for Cause, or by a Grantee voluntarily,
      any unvested benefits under the Plan will expire.  If Continuous
      Service is terminated by retirement, death or Disability of a Grantee, or
      by the Company for other than Cause, unvested benefits will be earned in
      accordance with the vesting schedule in the Award
    Agreement.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Shares
      Reserved.

            


    

    


    
      
        
          
            	
                  	
                    

                      (a)        
      Pool.  The aggregate number
      of shares of Stock that may be issued under this Plan will not exceed
      2,200,000
      (the
“Pool”).

                    

                  


          

        

      

    

     

    
      
        	
                 
      

              	
                

                  

                    (b)        
      Adjustments Upon Changes in
      Stock.   In the event
      of any change in the outstanding Stock of the Company as a result of a
      stock split, reverse stock split, stock dividend, recapitalization,
      combination or reclassification, appropriate proportionate adjustments
      will be made in:  (i) the aggregate number of shares of Stock in
      the Pool that may be issued hereunder; (ii) other rights and matters
      determined on a per share basis under this Plan hereunder.  Any
      such adjustments will be made only by the Board, and when so made will be
      effective, conclusive and binding for all purposes with respect to this
      Plan. No such adjustments will be required by reason of the issuance or
      sale by the Company for cash or other consideration of additional shares
      of its Stock or securities convertible into or exchangeable for shares of
      its Stock.

                  

                

              


      

    

    


    
      	
              7.

            	
              CONDITIONS UPON
      ISSUANCE OF SHARES

            


    

    


    
      	
               
      

            	
              (a)

            	
              Shares
      shall not be issued pursuant to an Award unless such Award and the
      issuance and delivery of such Shares pursuant thereto shall comply with
      all Applicable Laws, and shall be further subject to the approval of
      counsel for the Company with respect to such
  compliance.

            


    

    


    
      	
               
      

            	
              (b)

            	
              As
      a condition to an Award, the Company may require the person receiving
      Performance Shares to represent and warrant at the time of any such Award
      that the Shares are 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 by any Applicable
      Laws.

            


    

    


    
      	
              8.

            	
              CORPORATE
      TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY
      DISPOSITIONS

            


    

    


    Except as
may be provided in an Award Agreement the Administrator shall have the
authority, exercisable either in advance of any actual or anticipated Corporate
Transaction, Change in Control or Related Entity Disposition or at the time of
an actual Corporate Transaction, Change in Control or Related Entity Disposition
at the time of the grant of an Award under the Plan or any time while an Award
remains outstanding, to provide for the full automatic vesting of one or more
outstanding unvested Awards under the Plan and the release from restrictions on
transfer and repurchase or forfeiture rights of such Awards in connection with a
Corporate Transaction, Change in Control or Related Entity Disposition, on such
terms and conditions as the Administrator may specify.  The
Administrator also shall have the authority to condition any such Award vesting
or release from such limitations upon the subsequent termination of the
Continuous Service of the Grantee within a specified period following the
effective date of the Corporate Transaction, Change in Control or Related Entity
Disposition. The Administrator may provide that any Awards so vested or released
from such limitations in connection with a Change in Control or Related Entity
Disposition shall remain fully vested or released until the termination of the
Award. Effective upon the consummation of a Corporate Transaction, all
outstanding Awards under the Plan shall terminate unless assumed by the
successor company or its parent.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              9.

            	
              EFFECTIVE DATE AND
      TERM OF PLAN

            


    

    


    The Plan
shall become effective as of June 07, 2010. It shall continue in effect until
June 30, 2020 unless sooner terminated.

    


    
      	
              10. 

            	
              AMENDMENT, SUSPENSION
      OR TERMINATION OF THE PLAN

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Board may at any time amend, suspend or terminate the Plan. To the extent
      necessary to comply with Applicable Laws, the Company shall obtain
      shareholder approval of any Plan amendment in such a manner and to such a
      degree as required.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      Award may be granted during any suspension of the Plan or after
      termination of the Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      amendment, suspension or termination of the Plan (including termination of
      the Plan under Section 10(a), above) shall not affect Awards already
      granted, and such Awards shall remain in full force and effect as if the
      Plan had not been amended, suspended or terminated, unless mutually agreed
      otherwise between the Grantee and the Administrator, which agreement must
      be in writing and signed by the Grantee and the
  Company.

            


    

    


    
      	
              11.

            	
              NO EFFECT ON TERMS OF
      EMPLOYMENT/CONSULTING
RELATIONSHIP

            


    

    


    The Plan
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the Company's right to terminate the Grantee's Continuous Service at any time,
with or without Cause.

    


    
      	
              12.

            	
              NO EFFECT ON
      RETIREMENT AND OTHER BENEFIT
PLANS

            


    

    


    Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of
compensation.

    


    
      	
              13.

            	
              GOVERNING
      LAW

            


    

    


    The Plan
shall be governed by the laws of the State of New Jersey and the Federal laws of
the United States applicable therein; provided, however, that any Award
Agreement may provide by its terms that it shall be governed by the laws of any
other jurisdiction as may be deemed appropriate by the parties
thereto.


    
      
         


      

      
        8