ex10-11.htm


    Exhibit
10.11

    


    


    Hong Kong Winalite Group,
Inc. 2009 EQUITY INCENTIVE PLAN

    


    


    
      	
              1.  

            	
              Purposes.  This
      Plan permits the Administrator to grant Incentive Stock Options,
      Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,
      Stock Appreciation Rights, Performance Units, Performance Shares and Other
      Share-Based Awards in order to retain, attract and motivate Employees,
      Directors and Consultants.

            


    

     

    
      	
              2.  

            	
              Stock
      Subject to the Plan.

            


    

     

    
      	
              a.  

            	
              Stock Subject to the
      Plan.  Subject to adjustment as provided in Section 14, a
      maximum of 4,295,000 Shares will be available for issuance under the
      Plan.  The Shares may be authorized and unissued Shares or
      Shares now held or subsequently acquired by the
  Company.

            


    

     

    
      	
              b.  

            	
              Lapsed
      Awards.  If an Option or SAR expires or becomes
      unexercisable without having been exercised in full or, if Restricted
      Stock Units, Performance Shares, Performance Units or Other Share-Based
      Awards are forfeited in whole or in part to the Company, the unpurchased
      Shares (or for Awards other than Options and SARs, the unissued Shares)
      will become available for future grant or sale under the Plan (unless the
      Plan has terminated).

            


    

     

    
      	
              c.  

            	
              Reuse of
      Shares.  Shares that have actually
      been issued under the Plan under any Award will not be returned to the
      Plan and will not become available for future distribution under the Plan.
      With respect to SARs, only Shares actually issued pursuant to a SAR will
      cease to be available under the Plan; all remaining Shares subject to the
      SARs will remain available for future grant or sale under the Plan (unless
      the Plan has terminated). Except with respect to issued Shares, shares
      withheld by the Company to pay the exercise price of an Award or to
      satisfy tax- withholding obligations with respect to an Award will become
      available for future grant or sale under the Plan. To the extent an Award
      under the Plan is paid out in cash rather than Shares, such cash payment
      will not reduce the number of Shares available for issuance under the
      Plan.

            


    

     

    
      	
              d.  

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

            


    

     

    
      	
              3.  

            	
              Administration
      of the Plan.

            


    

     

    
      	
              a.  

            	
              Procedure.  The
      Board will act as Plan Administrator or will appoint a Committee
      consistent with Applicable Laws to act as Administrator. If and so long as
      the Common Stock is registered under Section 12(b) or 12(g) of the
      Exchange Act, the Board will consider in selecting the membership of any
      Committee acting as 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                  

              	
                Administrator
      the requirements regarding (1) “nonemployee directors” within the meaning
      of Rule 16b-3 under the Exchange Act; (2) “independent directors” as
      described in the listing requirements for any stock exchange on which
      Shares are listed; and (3) Section 16(b)(i) of the Plan if the Employer
      pays salaries for which it claims deductions that are subject to the Code
      section 162(m) limitation on its U.S. tax returns. The Board will
      determine any Committee member’s term and may remove a Committee member at
      any time.

              


      

       

      
      

    

    
      	
              b.  

            	
              Powers of the
      Administrator.  The Administrator will, to the maximum
      extent permitted by Applicable Laws and the Plan, have full and sole
      discretionary authority:

            


    

     

    
      	
              i.  

            	
              to
      determine Fair Market Value;

            


    

     

    
      	
              ii.  

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

            


    

     

    
      	
              iii.  

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

            


    

     

    
      	
              iv.  

            	
              to approve
      forms of agreement for use under the
Plan;

            


    

     

    
      	
              v.  

            	
              to
      determine the terms and conditions of each Award, including without
      limitation, the exercise price, the exercise period, vesting conditions,
      any vesting acceleration, any waiver of forfeiture restrictions, and any
      other restriction, condition, or limitation regarding any Award or its
      related Shares;

            


    

     

    
      	
              vi.  

            	
              to construe
      and interpret the terms of the Plan and Awards and resolve any disputes
      regarding Plan and Award
provisions;

            


    

     

    
      	
              vii.  

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

            


    

     

    
      	
              viii.  

            	
              to modify
      or amend each Award;

            


    

     

    
      	
              ix.  

            	
              to allow
      Participants to satisfy tax-withholding obligations as permitted
      by  Section 15;

            


    

     

    
      	
              x.  

            	
              to
      authorize any person to execute instruments to effectuate an
      Award;

            


    

     

    
      	
              xi.  

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

            


    

     

    
      	
              xii.  

            	
              to
      determine any issues necessary or advisable for administering the
      Plan.

            


    

     

    
      	
              c.  

            	
              Effect of
      Administrator’s Decision.  Any act or decision of the
      Administrator will be binding and conclusive upon the Company, the
      Employer, all Participants, anyone holding an Award, and any person
      claiming under or through any
Participant.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.  

            	
              Eligibility.  ISOs
      may be granted only to Employees who are subject to U.S.
      taxation.  NSOs, Restricted Stock, Restricted Stock Units, SARs,
      Performance Units, Performance Shares and Other Share-Based Awards may be
      granted to Service Providers.  Service Providers include
      prospective employees or consultants to whom Awards are granted in
      connection with written offers of employment or engagement of services,
      respectively, with the Employer, provided that no Award granted to a
      prospective employee or consultant may be exercised or purchased prior to
      the commencement of employment or services with the
    Employer.

            


    

     

    
      	
              5.  

            	
              Stock
      Options.

            


    

     

    
      	
              a.  

            	
              Grant of
      Options.  The Administrator may grant Options in such
      amounts as it will determine from time to time. The Administrator may
      grant NSOs, ISOs, or any combination of the two. ISOs will be granted in
      accordance with Section 16(a) of the
Plan.

            


    

     

    
      	
              b.  

            	
              Option Award
      Agreement.  Each Option will be evidenced by an Award
      Agreement that will specify the type of Option granted, the exercise
      price, vesting conditions, the exercise period, the expiration date, the
      number of Shares to which the Option pertains, restrictions on
      transferability, and any other terms and conditions specified by the
      Administrator (which need not be identical among
      Participants).  If the Award Agreement does not specify that the
      Option is to be treated as an ISO, the Option will be a
    NSO.

            


    

     

    
      	
              c.  

            	
              Exercise
      Price.  The Award Agreement will specify an exercise
      price.  Any Award made to a Service Provider who may be subject
      to U.S. taxation will have an exercise price that is not less than the
      Fair Market Value of a Share on the Grant
Date.

            


    

     

    
      	
              d.  

            	
              Vesting
      Conditions.  Each Award Agreement will specify how and
      when Shares covered by an Option may be purchased. The Award Agreement may
      specify waiting periods, the dates on which Options vest and become
      exercisable, and exercise periods.

            


    

     

    
      	
              e.  

            	
              Term of
      Option.  The date the Option expires will be stated in
      the Award Agreement provided that each Option will expire no later than
      ten (10) years after the Grant
Date.

            


    

     

    
      	
              f.  

            	
              Modification of Option
      Awards.  The Administrator may accelerate the
      exercisability of any Option or a portion of any Option.  The
      Administrator may extend the period for exercise generally provided the
      exercise period is not extended beyond the earlier of the original term of
      the Option or ten (10) years from the original Grant Date. The
      Administrator may extend the exercise period of an Option at a time when:
      (1) the exercise price equals or exceeds the Fair Market Value of the
      Optioned Shares, or (2) an Option cannot be exercised because such
      exercise would violate Applicable Laws, provided that the
      exercise

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

       

      
        	
                  

              	
                period is
      not extended more than thirty (30) days after the exercise of the Option
      would no longer violate Applicable
Laws.

              


      

       

    

    
      	
              g.  

            	
              Exercise of
      Option.  An Option is exercised when the Company
      receives: (1) notice of exercise (in such form as the Administrator will
      specify from time to time) from the person entitled to exercise the
      Option, and (2) full payment for the Shares with respect to which the
      Option is exercised (together with all applicable withholding taxes). An
      Option may not be exercised for a fraction of a Share. Full payment may
      consist of any consideration and method of payment authorized by the
      Administrator and permitted by the Award Agreement and the Plan (together
      with all applicable withholding taxes).  Such consideration may
      consist entirely of:

            


    

     

    
      	
              i.  

            	
              cash;

            


    

     

    
      	
              ii.  

            	
              check;

            


    

     

    
      	
              iii.  

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

            


    

     

    
      	
              iv.  

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

            


    

     

    
      	
              v.  

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

            


    

     

    
      	
              vi.  

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

            


    

     

    
      	
              vii.  

            	
              any
      combination of the foregoing methods of payment;
  or

            


    

     

    
      	
              viii.  

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

            


    

     

    
      	
              h.  

            	
              Shares Issued Upon
      Exercise.  The Company will issue (or cause to be issued)
      Shares promptly after the Option is exercised. Shares issued upon exercise
      of an Option will be issued in the name of the Optionee or, if requested
      by the Optionee, in the name of the Optionee and his or her
      spouse.  Until the Shares are issued (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company), no right to vote or receive dividends or
      any other rights as a stockholder will exist with respect to the Optioned
      Shares, notwithstanding the exercise of the Option.  No
      adjustment will be made for a dividend or other right for which the record
      date is prior to the date the Shares are issued, except as provided in
      Section 14.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              i.  

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

            


    

     

    
      	
              6.  

            	
              Stock
      Appreciation Rights.

            


    

     

    
      	
              a.  

            	
              Grant of
      SARs.  The Administrator may grant SARs in such amounts
      as it will determine from time to
time.

            


    

     

    
      	
              b.  

            	
              Award
      Agreement.  Each SAR grant will be evidenced by an Award
      Agreement that will specify the exercise price, the number of Shares
      underlying the SAR grant, the expiration of the SAR, exercise terms,
      vesting conditions, restrictions on transferability, and such other terms
      and conditions specified by the Administrator (which need not be identical
      among Participants).

            


    

     

    
      	
              c.  

            	
              Exercise
      Price.  The exercise price of a SAR will be no less than
      the Fair Market Value of the underlying Shares on the Grant
      Date.  An Award Agreement may provide for a SAR to be paid in
      cash, Shares of equivalent value, or a combination
  thereof.

            


    

     

    
      	
              d.  

            	
              Vesting
      Conditions.  The Administrator may impose any conditions
      on the vesting of a SAR including, but not limited to the achievement of
      Employer-wide, business unit, and individual goals (including, but not
      limited to continued employment or
service).

            


    

     

    
      	
              e.  

            	
              Modification of
      SARs.  The Administrator may accelerate the
      exercisability of any SAR or a portion of any SAR. The Administrator may
      extend the period for exercise generally provided the exercise period is
      not extended beyond the earlier of the original term of the SAR or ten
      (10) years from the original grant date. The Administrator may extend the
      exercise period of a SAR at a time when: (1) the exercise price
      equals or exceeds the Fair Market Value of the Shares underlying the SAR,
      or (2) a SAR cannot be exercised because such exercise would violate
      Applicable Laws, provided that the exercise period is not extended more
      than thirty (30) days after the exercise of the SAR would no longer
      violate Applicable Laws.

            


    

     

    
      	
              f.  

            	
              Exercise.  Upon
      exercise of a vested SAR, a Participant will be entitled to receive
      payment from the Company in an amount no greater than (1) the
      difference between the Fair Market Value of a Share on the date of
      exercise over the exercise price, times (2) the number of Shares with
      respect to which the SAR is
exercised.

            


    

     

    
      	
              g.  

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

            


    

     

    
      	
              7.  

            	
              Restricted
      Stock.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
              a.  

            	
              Grant of Restricted
      Stock.  The Administrator may grant Shares of Restricted
      Stock in such amounts as it will determine from time to
    time.

            


    

     

    
      	
              b.  

            	
              Restricted Stock Units
      Award Agreement.  Each Award of Restricted Stock Units
      will be evidenced by an Award Agreement that will specify the number of
      Restricted Stock Units granted, vesting conditions, purchase price, if
      any, method of payment, restrictions on transferability, repurchase
      rights, and such other terms and conditions specified by the Administrator
      (which need not be identical among
  Participants).

            


    

     

    
      	
              c.  

            	
              Vesting
      Conditions.  The Administrator may impose any conditions
      on the vesting Restricted Stock Units including, but not limited to the
      achievement of Employer-wide, business unit, and individual goals
      (including, but not limited to continued employment or service). Unless
      the Administrator determines otherwise, Shares of Restricted Stock will be
      held in escrow by the Company until the restrictions on such Shares have
      lapsed.

            


    

     

    
      	
              d.  

            	
              Modification of
      Restricted Stock Awards.  The Administrator may
      accelerate the time at which any restrictions will lapse or be removed and
      may provide for a complete or partial exception to an employment or
      service restriction.

            


    

     

    
      	
              e.  

            	
              Rights During the
      Restriction Period.  During the Period of Restriction,
      Service Providers who have been granted Shares of Restricted Stock may
      exercise full voting rights and will be entitled to receive all dividends
      and other distributions paid with respect to those Shares, unless the
      Administrator determines otherwise. Any such dividends or distributions
      paid in Shares will be subject to the same restrictions on transferability
      and forfeitability as the Shares of Restricted Stock with respect to which
      they were paid. Shares of Restricted Stock may not be sold, transferred,
      pledged, assigned, or otherwise alienated or hypothecated until the end of
      the applicable Period of
Restriction.

            


    

     

    
      	
              f.  

            	
              Removal of
      Restrictions.  All restrictions imposed on Shares of
      Restricted Stock will lapse and the Period of Restriction will end upon
      the satisfaction of the vesting conditions imposed by the Administrator.
      Vested Shares of Restricted Stock, if held in escrow, will be released
      from escrow as soon as practicable after the last day of the Period of
      Restriction or at such other time as the Administrator may determine, but
      in no event later than the 15th
      day of the third month following the end of the year in which vesting
      occurred.

            


    

     

    
      	
              g.  

            	
              Forfeiture of
      Restricted Stock.  On the date(s) set forth in the Award
      Agreement, the shares of Restricted Stock for which restrictions have not
      lapsed will be forfeited and revert to the
  Company.

            


    

     

    
      	
              8.  

            	
              Restricted
      Stock Units.

            


    

     

    
      	
              a.  

            	
              Grant of Restricted
      Stock Units.  The Administrator will determine the number
      of Restricted Stock Units subject to an
Award.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              b.  

            	
              Restricted Stock Units
      Award Agreement.  Each Award of Restricted Stock Units
      will be evidenced by an Award Agreement that will specify the number of
      Restricted Stock Units granted, vesting conditions, restrictions on
      transferability, and such other terms and conditions specified by the
      Administrator (which need not be identical among
      Participants).

            


    

     

    
      	
              c.  

            	
              Vesting
      Conditions.  The Administrator may impose any conditions
      on the vesting Restricted Stock Units including, but not limited to the
      achievement of Employer-wide, business unit, and individual goals
      (including, but not limited to continued employment or
      service).

            


    

     

    
      	
              d.  

            	
              Modification of
      Restricted Stock Unit Awards.  At any time after the
      grant of Restricted Stock Units, the Administrator, in its sole
      discretion, may reduce or waive any vesting conditions that must be met to
      receive a payout.

            


    

     

    
      	
              e.  

            	
              Time and Form of
      Payment.  Upon satisfaction of the applicable vesting
      conditions, vested Restricted Stock Units will be paid in Shares at the
      time provided for in the Award Agreement, but in no event later than the
      15th
      day of the third month following the end of the year in which vesting
      occurred.

            


    

     

    
      	
              f.  

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

            


    

     

    
      	
              9.  

            	
              Performance
      Units and Performance Shares.

            


    

     

    
      	
              a.  

            	
              Grant of Performance
      Units and Performance Shares.  The Administrator may
      grant Performance Units or Performance Shares in such amount as it will
      determine from time to time.

            


    

     

    
      	
              b.  

            	
              Award
      Agreement.  Each Award of Performance Units or
      Performance Shares will be evidenced by an Award Agreement that will
      specify the initial value, the Performance Period, the number of
      Performance Units or Performance Shares granted, vesting conditions,
      restrictions on transferability, and such other terms and conditions
      specified by the Administrator (which need not be identical among
      Participants).

            


    

     

    
      	
              c.  

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

            


    

     

    
      	
              d.  

            	
              Vesting
      Conditions.  The Administrator may set performance
      objectives based upon the achievement of Employer-wide, business unit, and
      individual goals or any other
basis.

            


    

     

    
      	
              e.  

            	
              Time and Form of
      Payment.  An Award Agreement may provide for the
      satisfaction of Performance Unit or Performance Share Awards in
      any

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                  

              	
                combination
      of cash or Shares (which have an aggregate Fair Market Value equal to the
      value of the vested Performance Units or Performance Shares at the close
      of the applicable Performance Period). As soon as practicable after the
      expiration of the applicable Performance Period, but in no event later
      than the 15th
      day of the third month following the end of the year the applicable
      Performance Period expires, the holder of Performance Units or Performance
      Shares will receive a payout of vested Performance Units or Performance
      Shares.  The vested Performance Units or Performance Shares will
      be determined by the extent to which the corresponding performance
      objectives or other vesting conditions have been
  achieved.

              


      

       

    

    
      	
              f.  

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

            


    

     

    
      	
              10.  

            	
              Other
      Share-Based Awards.  The Administrator may grant Other
      Share-Based Awards that are payable in, valued in whole or in part by
      reference to, or otherwise based on or related to Shares as may be deemed
      by the Administrator to be consistent with the purposes of the Plan. Other
      Share-Based Awards may include, without limitation, (a) shares
      awarded purely as a bonus and not subject to any restrictions or
      conditions, (b) grants in lieu of cash compensation, (c) other
      rights convertible or exchangeable into Shares, and (d) awards valued
      by reference to the value of Shares or the value of securities of or the
      performance of specified Subsidiaries. The Administrator will have the
      authority to determine the time or times at which Other Share-Based Awards
      will be granted, the number of Shares or stock units and the like to be
      granted or covered pursuant to an Award, and all other terms and
      conditions of an Award, including, but not limited to, the vesting period
      (if any), purchase price (if any), and whether such Awards will be payable
      or paid in cash, Shares or otherwise.  Each Other Share-Based
      Award will be evidenced by an Award
Agreement.

            


    

     

    
      	
              11.  

            	
              Cash
      Awards.  The Administrator may determine to permit a Participant
      to receive cash in lieu of any Award or Shares that would otherwise have
      been granted to or delivered to such Participant under the Plan, in such
      amount as the Administrator may determine. In addition, prior to payment
      of any Award that is otherwise payable in Shares, the Administrator may
      determine to pay the Award in whole or in part in cash of equal
      value.  The value of such Award on the date of distribution will
      be determined in the same manner as the Fair Market Value of Shares on the
      Grant Date of an Option.

            


    

     

    
      	
              12.  

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

            


    

     

    
      	
              13.  

            	
              Transferability
      of Awards.  An Award may not be sold, pledged, assigned,
      hypothecated, transferred, or disposed of in any manner other than by will
      or by the laws of descent or 

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                  

              	
                distribution
      and Options and SARs may be exercised, during the lifetime of the
      Participant, only by the Participant or the Participant’s legal
      representative.

              


      

       

    

    
      	
              14.  

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

            


    

     

    
      	
              a.  

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

            


    

     

    
      	
              b.  

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

            


    

     

    
       

      
        	
                c.  

              	
                Change in
      Control.  In the event of a merger or Change in Control,
      the surviving or successor entity may either assume the Company’s rights
      and obligations with respect to outstanding Awards or substitute
      outstanding Awards for substantially equivalent property (including, but
      not limited to comparable equity interests in the surviving or successor
      entity) that are subject to vesting requirements and repurchase
      restrictions no less favorable to the Participant than those in effect
      prior to the merger or Change in
Control.

              


      

       

    

    
      	
               
      

            	
              In the
      event that the successor corporation does not assume or substitute for the
      Award, the Participant will fully vest in all Awards, all Performance
      Goals and vesting criteria will be deemed to have been achieved at target
      levels, and all restrictions will lapse.  Any Option or SAR that
      is not assumed or substituted in the event of a Change in Control will be
      exercisable for a period determined by the Administrator in its sole
      discretion.  The Administrator will provide reasonable notice of
      such a period to the Participant, and the Option or SAR will terminate
      upon the expiration of such period.

            


    

    


    
      	
               
      

            	
              For the
      purposes of this Section 14(c), an Award will be considered assumed if,
      following the Change in Control, the Award confers a right for each Share
      or Share equivalent subject to the Award to purchase or receive the
      consideration (or for an Award payable in cash, the Fair Market Value of
      the consideration) received for each Share on the date of the
      transaction.   If holders were offered a choice of
      consideration, the type of consideration chosen by the holders of a
      majority of the outstanding Shares will be used.  If the
      consideration received in the Change in Control is not solely common stock
      of the successor corporation or 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                 
      

              	
                its Parent,
      the Administrator may, with the consent of the successor corporation pay
      the Award in the form of common stock of the successor corporation or its
      Parent equal in Fair Market Value to the per share consideration received
      by holders of Common Stock in the Change in
  Control.

              


      

       

    

    
      	
               
      

            	
              Notwithstanding
      anything in this Section 14(c) to the contrary, an Award that vests, is
      earned or paid-out upon the satisfaction of one or more performance goals
      will not be considered assumed if the Company or its successor, without
      the Participant’s consent modifies any performance goals except a
      modification made solely to reflect the successor entity's post-Change in
      Control corporate structure (or similar entity level structure if the
      successor entity is not a
corporation).

            


    

    


    
      	
              15.  

            	
              Tax
      Withholding.

            


    

     

    
      	
              a.  

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

            


    

     

    
      	
              b.  

            	
              Withholding
      Arrangements.  The Administrator may permit a Participant
      to satisfy tax withholding obligations, in whole or in part and without
      limitation by (i) paying cash, (ii) electing to have the Company
      withhold otherwise deliverable Shares having a Fair Market Value (as of
      the date that the taxes should be withheld) equal to the withholding
      amount, or (iii) delivering to the Company already-owned Shares
      having a Fair Market Value (as of the date that the taxes should be
      withheld) equal to the withholding
amount.

            


    

     

    
      	
              16.  

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

            


    

     

    
      	
              a.  

            	
              Grant of Incentive
      Stock Options.  If the Administrator grants Options to
      Employees that may be subject to U.S. taxation, the Administrator may
      grant such Employee an ISO. Section 5 of this Plan and the following terms
      will apply to all grants that are intended to qualify as ISO
      Awards:

            


    

     

    
      	
              i.  

            	
              Maximum
      Amount.  Subject to adjustment as provided in Section 14,
      to the extent consistent with Code section 422, not more than an aggregate
      of 4,295,000 Shares may be issued pursuant to the exercise of ISOs granted
      under the Plan.

            


    

     

    
      	
              ii.  

            	
              Eligibility.  Only
      Employees will be eligible for the grant of
  ISOs.

            


    

     

    
      	
              iii.  

            	
              Continuous
      Employment.  The Optionee must remain in the continuous
      employ of the Company or its Subsidiaries from the ISO grant date to the
      date that is three months prior to exercise.  Service will be
      treated as continuous during a leave of absence approved by the Employer
      that does 

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                  

              	
                not exceed
      three (3) months.  A leave of absence approved by the Employer
      may exceed three (3) months if reemployment upon expiration of such leave
      is guaranteed by statute or contract.  An Option exercised more
      than three (3) months after termination of employment will be treated as a
      Nonqualified Stock Option.

              


      

       

    

    
      	
              iv.  

            	
              Award
      Agreement.

            


    

     

    
      	
              (1)  

            	
              The
      Administrator will designate Options granted as ISOs in the Award
      Agreement.

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (3)  

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

            


    

     

    
      	
              (4)  

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

            


    

     

    
      	
              v.  

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

            


    

     

    
      	
              vi.  

            	
              ISO Awards Treated as
      Nonqualified Stock Options.

            


    

     

    
      	
              (1)  

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

            


    

     

    
      
        	
                (2)  

              	
                In the
      event of any disposition of the Shares acquired pursuant to the exercise
      of an ISO within two (2) years from the Grant Date or one year from the
      exercise date, the Option will not qualify as an ISO and will be treated
      as a NSO. The Optionee must notify the Company thereof in writing within
      thirty (30) days after such disposition.  In addition, the
      Optionee must provide the Company with all information that the Company
      reasonably requests in connection with determining the amount and
      character of Optionee’s income, the Company’s deduction, and the Company’s
      

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
                

            	
              obligation
      to withhold taxes or other amounts incurred for reason of a disqualifying
      disposition.

            


    

     

    
      	
              b.  

            	
              Performance-Based
      Compensation.  The Administrator may impose the following
      conditions on any Award under this Plan to any Service Provider that may
      be subject to U.S. taxation on the
Award:

            


    

     

    
      	
              i.  

            	
              Outside
      Directors. Awards that the Administrator intends to qualify as
      Performance-Based Compensation may be granted by a committee of the Board
      comprised solely of two (2) or more “outside directors” within the meaning
      of Code section 162(m) and administered in a manner that will enable such
      Awards to qualify as Performance-Based Compensation under Code section
      162(m).

            


    

     

    
      	
              ii.  

            	
              Maximum
      Amount.

            


    

     

    
      	
              (1)  

            	
              Subject to
      adjustment as provided in Section 14, the maximum number of Shares that
      can be awarded to any individual Participant in the aggregate in any one
      Fiscal Year is 2,000 Shares

            


    

     

    
      	
              (2)  

            	
              For Awards
      denominated in Shares and satisfied in cash, the maximum Award to any
      individual Participant in any one Fiscal Year is the Fair Market Value
      of  4,000 Shares on the Grant
Date.

            


    

     

    
      	
              iii.  

            	
              Performance
      Criteria.  The performance goal applicable to any Award
      (other than an Option or SAR) that is intended to qualify as
      Performance-Based Compensation will be established in writing prior to the
      beginning of the Performance Period or at a later time as permitted by
      Code section 162(m) and will be based on any one or more of the following
      performance measures, in each case of the Company, a Subsidiary or a
      business unit by or within which the Service Provider is primarily
      employed or a combination thereof, and that are intended to qualify under
      Code section 162(m):

            


    

     

    
      	
              (1)  

            	
              increased
      revenue;

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (3)  

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

            


    

     

    
      	
              (4)  

            	
              market
      share;

            


    

     

    
      	
              (5)  

            	
              earnings
      per Share (actual or targeted
growth);

            


    

     

    
      	
              (6)  

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

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              (7)  

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

            


    

     

    
      	
              (8)  

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

            


    

     

    
      	
              (9)  

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

            


    

     

    
      	
              (10)  

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

            


    

     

    
      	
              (11)  

            	
              margins;

            


    

     

    
      	
              (12)  

            	
              stockholder
      value;

            


    

     

    
      	
              (13)  

            	
              total
      stockholder return;

            


    

     

    
      	
              (14)  

            	
              proceeds
      from dispositions;

            


    

     

    
      	
              (15)  

            	
              production
      volumes;

            


    

     

    
      	
              (16)  

            	
              total
      market value; and

            


    

     

    
      	
              (17)  

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

            


    

     

    
      	
              iv.  

            	
              The terms
      of the performance goal applicable to any Award that is intended to
      qualify as Performance-Based Compensation will preclude discretion to
      increase the amount of compensation that would otherwise be due upon
      attainment of the goal.

            


    

     

    
      	
              v.  

            	
              Following
      the completion of the Performance Period, the outside directors described
      in Section 16.b.i above will certify in writing whether the applicable
      performance goals have been achieved for such Performance
      Period.  In determining the amount earned, the Administrator
      will have the right to reduce (but not increase) the amount payable at a
      given level of performance to take into account additional factors that
      the Administrator may deem relevant to the assessment of individual or
      corporate performance for the Performance
  Period.

            


    

     

    
      
        	
                vi.  

              	
                
                  If there is
      an inconsistency between any other Plan provisions and the provisions
      contained in this Section 16.b. , this Section 16.b. shall prevail to the
      extent necessary to avoid application of Code section
      162(m)(1).

                

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
              c.  

            	
              Stock Options and SARs
      Exempt from Code section 409A.  The Company intends that
      no payments under this Plan will be subject to the tax imposed by Code
      section 409A.  If the Administrator grants Options or SARs to
      Service Providers subject to U.S. taxation (1) the Administrator may not
      modify or amend the Options or SARs to the extent that the modification or
      amendment adds a feature allowing for additional deferral within the
      meaning of Code section 409A and (2) any adjustment pursuant to Section 14
      will be done in a manner consistent with Code section 409A and Treasury
      Regulations section 1.409A-1 et
seq.

            


    

     

    
      	
               
      

            	
              The
      Administrator will interpret and administer the Plan in a manner that
      avoids the imposition of any increase in tax under Code section
      409A(a)(1)(B), and any ambiguities herein will be interpreted to satisfy
      the requirements of Code section 409A or any exemption
      thereto.

            


    

    


    
      	
              17.  

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

            


    

     

    
      	
              18.  

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

            


    

     

    
      	
              19.  

            	
              Term of
      Plan.  The Plan will terminate ten (10) years following the
      earlier of: (i) the date it was adopted by the Board or (ii) the
      date it became effective upon approval by stockholders of the Company,
      unless sooner terminated by the Board pursuant to
      Section 20.

            


    

     

    
      	
              20.  

            	
              Amendment
      and Termination of the Plan.

            


    

     

    
      	
              a.  

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

            


    

     

    
      	
              b.  

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

            


    

     

    
      	
              c.  

            	
              Effect of Amendment or
      Termination.  No amendment, alteration, suspension or
      termination of the Plan will impair the rights of any Participant, unless
      mutually agreed otherwise between the Participant and the Administrator,
      which agreement must be in writing and signed by the Participant and the
      Company. Termination of 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                  

              	
                the Plan
      will not affect the Administrator's ability to exercise its powers with
      respect to Awards granted under the Plan prior to the Plan termination
      date.

              


      

       

    

    
      	
              21.  

            	
              Conditions
      Upon Issuance of Shares.

            


    

     

    
      	
              a.  

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

            


    

     

    
      	
              b.  

            	
              Investment
      Representations.  The Company may require any person
      exercising or purchasing an Award to represent and warrant that the Shares
      are being purchased only for investment and without any present intention
      to sell or distribute such Shares.

            


    

     

    
      	
              22.  

            	
              Inability
      to Obtain Authority.  If the Company is unable to obtain
      required authority from any regulatory body in order to lawfully issue or
      sell Shares pursuant to this Plan, all rights with respect to such shares
      will be void and the Company will have no liability with respect to the
      failure to issue or sell such
Shares.

            


    

     

    
      	
              23.  

            	
              Repricing
      Prohibited; Exchange And Buyout of Awards.  The repricing of
      Options or SARs is prohibited without prior stockholder approval. The
      Administrator may authorize the Company, with prior stockholder approval
      and the consent of the respective Participants, to issue new Option or SAR
      Awards in exchange for the surrender and cancellation of any or all
      outstanding Awards. The Administrator may repurchase Options with payment
      in cash, Shares or other consideration at any time. The Administrator and
      the Participant may agree to any terms or conditions as the Administrator
      and the Participant will agree.

            


    

     

    
      	
              24.  

            	
              Governing
      Law.  The Plan and all Agreements will be construed in
      accordance with and governed by the laws of Nevada, without giving effect
      to its conflicts or choice of law principles that might otherwise refer
      construction or interpretation of this Plan to the substantive law of
      another jurisdiction.

            


    

     

    
      	
              25.  

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

            


    

     

    “Administrator” means
the Board or any of its Committees that administer the Plan pursuant to Section
3.

    


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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    “Award” means an
Option, a share of Restricted Stock, a Restricted Stock Unit, a SAR, a
Performance Share, a Performance Unit or an Other Share-Based Award granted
pursuant to the terms of the Plan.

    


    “Award Agreement”
means the written agreement governing Plan Awards. The Award Agreement is
subject to the terms and conditions of the Plan.

    


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

    


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

    


    (i)           Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes after December 31, 2007 the "beneficial owner" (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities except an acquisition of
securities directly from the Company;

    


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

    


    (iii)           A
change in the composition of the Board occurring within a two (2)-year period
that results in a Board where the majority of the Directors were elected or
nominated in connection with an actual or threatened proxy content involving
Director election, or were not Directors as of the effective date of the Plan,
or were not elected, or nominated for election, to the Board with the
affirmative votes of  a majority of the Directors who, at the time of
the election or nomination were either Directors as of the effective date of the
Plan or Directors elected or nominated as here described; or a combination of
the three ; or

    


    (iv)           The
consummation of a merger or consolidation of the Company with any other entity,
unless the voting securities of the Company immediately prior to the merger or
consolidation remain outstanding or are converted into voting securities of the
surviving entity or parent so that they continue to represent at least fifty
percent (50%) of the total voting power represented by the voting securities of
the surviving entity (or parent) outstanding immediately after such merger or
consolidation.

    


    


    


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

    


    “Committee” means a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 3.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
 

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

    


    “Company” means The
Hong Kong Winalite Group, Inc. or its successor.

    


    “Consultant” means any
person, including an advisor, if: (1) the consultant or adviser is a natural
person, (2) the consultant or adviser renders bona fide services to the
Company or any Subsidiary; and (3) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities.

    


    “Director” means a
member of the Board.

    


    “Disability” generally
means total and permanent disability as determined by the Administrator in its
discretion in accordance with uniform and non-discriminatory standards adopted
by the Administrator from time to time, but “Disability,” for
purposes of an ISO, means total and permanent disability as defined in Code
section 22(e)(3).

    


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

    


    “Employer” means the
Company and any Parent or Subsidiary of the Company.

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

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

    


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

    


    “Grant Date” means the
date on which the Administrator grants an Award, or such other later date as is
determined by the Administrator, provided that the Administrator cannot grant an
Award prior to the date the material terms of the Award are
established.  The Administrator may not grant an Award with a Grant
Date that is effective prior to the date the Administrator takes action to
approve such Award.

    


    “Incentive Stock
Option” or
“ISO”
means an Option intended to qualify as an incentive stock option within the
meaning of Code section 422 and its regulations.

    


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

    


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

    


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

    


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

    


    “Optionee” means the
holder of an outstanding Option.

    


    “Other Share-Based
Awards” will mean awards of Shares or other rights in accordance with
Section 10.

    


    “Parent” means a
“parent corporation” as defined in Code section 424(e).

    


    “Participant” means
the holder of an outstanding Award.

    


    “Performance-Based
Compensation” means an Award to a Service Provider who may be subject to U.S.
taxation if that Award is not intended to be “applicable remuneration” as
described in Code section 162(m) because it is payable solely on account of the
attainment of one or more performance goals and meets the requirements of Code
section 162(m)(4)(C).

    


    “Performance Period”
means one or more time periods, which may be of varying and overlapping
durations, over which the attainment of the performance objectives or other
vesting conditions will be measured for the purpose of determining a
Participant’s 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      


      right to payment
relating to Performance Shares, Performance Units, or Performance-Based
Compensation.

       

    

    “Performance Share”
means an Award denominated in Shares which may vest in whole or in part upon
attainment of performance goals or other vesting conditions as the Administrator
may determine pursuant to Section 9.

    


    “Performance Unit”
means an Award which may vest in whole or in part upon attainment of performance
goals or other vesting conditions as the Administrator may determine and which
may be settled for cash, Shares or other securities or a combination of the
foregoing pursuant to Section 9.

    


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

    


    “Plan” means this 2008
Equity Incentive Plan.

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Share” means a share
of the Common Stock, as adjusted in accordance with Section 14.

    


    “Stock Appreciation
Right” or “SAR” means the right
to receive payment from the Company in an amount no greater than the excess of
the Fair Market Value of a Share at the date the SAR is exercised over a
specified price fixed by the Administrator in the Award Agreement that is not
less than the Fair Market Value of a Share on the Grant Date.

    


    “Subsidiary” means a
“subsidiary corporation” as defined in Code section 424(f).

    


    “Ten Percent Owner”
means any Service Provider who is, on the grant date of an ISO, the owner of
more than 10% of the total combined voting power of all classes of 

     

    
      
        
        

      

      
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    stock of the
Company or any of its Subsidiaries (determined with application of ownership
attribution rules of Code section 424(d)).

    


     

     

    


    


    


    Adopted by the
Board of Directors on March __, 2009.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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