ex10-1.htm


    EXHIBIT
10.1                 

                              

    2009
Incentive Stock Plan

    


    


    GLOBAL
ENTERTAINMENT HOLDINGS, INC.

    A
NEVADA CORPORATION

    


    INCENTIVE
STOCK PLAN

    


    1.   OBJECTIVES. The Global
Entertainment Holdings 2009 Incentive Stock Plan (the “Plan") is designed to
retain directors, executives and selected employees and consultants and reward
them for making major contributions to the success of the Company. These
objectives are accomplished by making long-term incentive awards under the Plan
thereby providing Participants with a proprietary interest in the growth and
performance of the Company.

    


    2.   DEFINITIONS.

    


    (a) "Board" - The Board
of Directors of the Company.

    


    (b) "Nevada Securities
Rules"- The corporate securities rules of the State of
Nevada.

    


                   
(c) "Code" -
The Internal Revenue Code of 1986, as amended from time to time.

    


    (d) "Committee" - The
Executive Compensation Committee of the Company's Board, or such other committee
of the Board that is designated by the Board to administer the Plan, composed of
not less than two members of the Board, all of whom are disinterested persons,
as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The foregoing requirement
for disinterested administration shall not apply prior to the date of the first
registration of any of the securities of the Company under the Exchange
Act.

    


    (e) "Company" - Global
Entertainment Holdings, Inc. and its subsidiaries including subsidiaries of
subsidiaries.

    


    (f) "Exchange Act" - The
Securities Exchange Act of 1934, as amended from time to time.

    


    (g)  "Fair Market Value" -
The fair market value of the Company's issued and outstanding Stock as defined
in Section 6(b) hereof.

    


    (h)  "Grant" - The grant
of any form of stock option, stock award, or stock purchase offer, whether
granted singly, in combination or in tandem, to a Participant pursuant to such
terms, conditions and limitations as the Committee may establish in order to
fulfill the objectives of the Plan.

    


    (i)  "Grant Agreement" -
An agreement between the Company and a Participant that sets forth the terms,
conditions and limitations applicable to Grant.

    


    (j)  "Option" - Either an
Incentive Stock Option, in accordance with Section 422 of Code, or a
Nonstatutory Option, to purchase the Company's Stock that may be awarded to a
Participant under the Plan. A Participant who receives an award of an Option
shall be referred to as an "Optionee."

    


    (k) "Participant" - A
director, officer, employee or consultant of the Company to whom an Award has
been made under the Plan.

    


    (l)   "Restricted Stock Purchase
Offer" - A Grant of the right to purchase a specified number of shares of
Stock pursuant to a written agreement issued under the Plan.

    


    (m)   "Securities Act" -
The Securities Act of 1933, as amended from time to time.

    


    (n)   "Stock" - Authorized
and issued or unissued shares of common stock of the Company.

    


    (o)  "Stock Award" - A
Grant made under the Plan in stock or denominated in units of stock for which
the Participant is not obligated to pay additional consideration.

    


    
      
        
        

      

      
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    3.   ADMINISTRATION. The Plan
shall be administered by the Board; provided, however, that the Board may
delegate such administration to the Committee. Subject to the provisions of the
Plan, the Board and/or the Committee shall have authority to (a) grant, in its
discretion, Incentive Stock Options in accordance with Section 422 of the Code,
or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers; (b)
determine in good faith the fair market value of the Stock covered by any Grant;
(c) determine which eligible persons shall receive Grants and the number of
shares, restrictions, terms and conditions to be included in such Grants; (d)
construe and interpret the Plan; (e) promulgate, amend and rescind rules and
regulations relating to its administration, and correct defects, omissions and
inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with
the consent of the Participant, as appropriate, amend any outstanding Grant or
amend the exercise date or dates thereof; (g) determine the duration and purpose
of leaves of absence which may be granted to Participants without constituting
termination of their employment for the purpose of the Plan or any Grant; and
(h) make all other determinations necessary or advisable for the Plan's
administration. The interpretation and construction by the Board of any
provisions of the Plan or selection of Participants shall be conclusive and
final. No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Grant made
there under.

    


    4.   ELIGIBILITY.

    


    (a)  General: The persons
who shall be eligible to receive Grants shall be directors, officers, employees
or consultants to the Company. The term consultant shall mean any person, other
than an employee, who is engaged by the Company to render services and is
compensated for such services. An Optionee may hold more than one Option. Any
issuance of a Grant to an officer or director of the Company subsequent to the
first registration of any of the securities of the Company under the Exchange
Act shall comply with the requirements of Rule 16b-3.

    


    (b) Incentive Stock
Options: Incentive Stock Options may only be issued to employees of the
Company or its subsidiaries. Incentive Stock Options may be granted to officers
or directors, provided they are also employees of the Company. Payment of a
director's fee shall not be sufficient to constitute employment by the
Company.

    


    The
Company shall not grant an Incentive Stock Option under the Plan to any employee
if such Grant would result in such employee holding the right to exercise for
the first time in any one calendar year, under all Incentive Stock Options
granted under the Plan or any other plan maintained by the Company, with respect
to shares of Stock having an aggregate fair market value, determined as of the
date of the Option is granted, in excess of $100,000. Should it be determined
that an Incentive Stock Option granted under the Plan exceeds such maximum for
any reason other than a failure in good faith to value the Stock subject to such
option, the excess portion of such option shall be considered a Nonstatutory
Option. To the extent the employee holds two (2) or more such Options, which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such Option as Incentive Stock Options under
the Federal tax laws shall be applied on the basis of the order in which such
Options are granted. If, for any reason, an entire Option does not qualify as an
Incentive Stock Option by reason of exceeding such maximum, such Option shall be
considered a Nonstatutory Option.

    


    (c) Nonstatutory Option:
The provisions of the foregoing Section 4(b) shall not apply to any Option
designated as a "Nonstatutory Option" or which sets forth the intention of the
parties that the Option be a Nonstatutory Option.

    


    (d)  Stock Awards and Restricted
Stock Purchase Offers: The provisions of this Section 4 shall not apply
to any Stock Award or Restricted Stock Purchase Offer under the
Plan.

    


    5.   STOCK.

    


                   
(a) Authorized
Stock: Stock subject to Grants may be either unissued or reacquired
Stock.

    


                   
(b)  Number
of Shares: Subject to adjustment as provided in Section 6(i) of the Plan,
the total number of shares of Stock which may be purchased or granted directly
by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased
indirectly through exercise of Options granted under the Plan shall not exceed
five million (5,000,000) shares. If any Grant shall for any reason terminate or
expire, any shares allocated thereto but remaining un-purchased upon such
expiration or termination shall again be available for Grants with respect
thereto under the Plan as though no Grant had previously occurred with respect
to such shares. Any shares of Stock issued pursuant to a Grant and repurchased
pursuant to the terms thereof shall be available for future Grants as though not
previously covered by a Grant.

    


                   
(c)  Reservation of
Shares: The Company shall reserve and keep available at all times during
the term of the Plan such number of shares as shall be sufficient to satisfy the
requirements of the Plan. If, after reasonable efforts, which efforts shall not
include the registration of the Plan or Grants under the Securities Act, the
Company is unable to obtain authority from any applicable regulatory body, which
authorization is deemed necessary by legal counsel for the Company for the
lawful issuance of shares hereunder, the Company shall be relieved of any
liability with respect to its failure to issue and sell the shares for which
such requisite authority was so deemed necessary unless and until such authority
is obtained.

    


                   
(d)  Application of Funds:
The proceeds received by the Company from the sale of Stock pursuant to the
exercise of Options or rights under Stock Purchase Agreements will be used for
general corporate purposes.

    


                   
(e)  No
Obligation to Exercise: The issuance of a Grant shall impose no
obligation upon the Participant to exercise any rights under such
Grant.

    


    6.   TERMS AND CONDITIONS OF
OPTIONS. Options granted hereunder shall be evidenced by agreements
between the Company and the respective Optionees, in such form and substance as
the Board or Committee shall from time to time approve. The form of Stock Option
Agreement attached hereto as Exhibit "A" , shall be deemed to be approved by the
Board. Option agreements need not be identical, and in each case may include
such provisions as the Board or Committee may determine, but all such agreements
shall be subject to and limited by the following terms and
conditions:

     

    
      
        
        

      

      
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    (a)  Number of Shares:
Each Option shall state the number of shares to which it pertains.

    


    (b)  Exercise Price: Each
Option shall state the exercise price, which shall be determined as
follows:

    


     (i) Any Option granted to a
person who at the time the Option is granted owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power or value of all classes of stock of the Company
("Ten Percent Holder") shall have an exercise price of no less than 110% of the
Fair Market Value of the Stock as of the date of grant; and

    


     (ii) Incentive Stock Options
granted to a person who at the time the Option is granted is not a Ten Percent
Holder shall have an exercise price of no less than 100% of the Fair Market
Value of the Stock as of the date of grant; and

    


     (iii) Non-statutory Options
granted to a person who at the time the Option is granted is not a Ten Percent
Holder shall have an exercise price of no less than 85% of the Fair Market Value
of the Stock as of the date of grant.

    


    For the purposes of this Section 6(b),
”Fair Market Value” means, as of any date, the value of the Common Stock of the
Company determined as follows:

    


     (i) If the Common Stock is
listed on any established stock exchange or traded on the OTC Pinksheets, the
Electronic Bulletin Board, the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greater
volume of trading in Common Stock) on the last market trading day prior to the
day of determination as reported in the Wall Street Journal or such other source
as the Board deems reliable;

    


     (ii) In the absence of such
markets for the Common Stock, the Fair Market Value shall be determined in good
faith by the Board.

    


    (c)  Medium and Time of
Payment: The exercise price shall become immediately due upon exercise of
the Option and shall be paid in cash or check made payable to the Company.
Should the Company's outstanding Stock be registered under Section 12(g) of the
Exchange Act at the time the Option is exercised, then the exercise price may
also be paid as follows:

    


     (i) in shares of Stock held by
the Optionee for the requisite period necessary to avoid a charge to the
Company's earnings for financial reporting purposes and valued at Fair Market
Value on the exercise date, or

    


     (ii) through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable written instructions (a) to a Company designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the Company, out
of the sale proceeds available on the settlement date, sufficient funds to cover
the aggregate exercise price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required to be
withheld by the Company by reason of such purchase and (b) to the Company to
deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale transaction.

    


    At the
discretion of the Board, exercisable either at the time of Option grant or of
Option exercise, the exercise price may also be paid (i) by Optionee's delivery
of a promissory note in form and substance satisfactory to the Company and
permissible under the securities rules of the State of New York and bearing
interest at a rate determined by the Board in its sole discretion, but in no
event less than the minimum rate of interest required to avoid the imputation of
compensation income to the Optionee under the Federal tax laws, or (ii) in such
other form of consideration permitted by the New York corporations law as may be
acceptable to the Board.

    


    (d)  Term and Exercise of
Options: Any Option granted to an employee of the Company shall become
exercisable over a period of no longer than five (5) years, and no less than
twenty percent (20%) of the shares covered thereby shall become exercisable
annually. No Option shall be exercisable, in whole or in part, prior to six (6)
months from the date it is granted unless the Board shall specifically determine
otherwise, as provided herein. In no event shall any Option be exercisable after
the expiration of five (5) years from the date it is granted, and no Incentive
Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable
after the expiration of five (5) years from the date of the Option. Unless
otherwise specified by the Board or the Committee in the resolution authorizing
such Option, the date of grant of an Option shall be deemed to be the date upon
which the Board or the Committee authorizes the granting of such
Option.

    


    Each
Option shall be exercisable to the nearest whole share, in installments or
otherwise, as the respective Option agreements may provide. During the lifetime
of an Optionee, the Option shall be exercisable only by the Optionee and shall
not be assignable or transferable by the Optionee, and no other person shall
acquire any rights therein. To the extent not exercised, installments (if more
than one) shall accumulate, but shall be exercisable, in whole or in part, only
during the period for exercise as stated in the Option agreement, whether or not
other installments are then exercisable. 

     

    
      
        
        

      

      
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    (e) Termination of Status as
Employee, Consultant or Director: If Optionee's status as an employee
shall terminate for any reason other than Optionee's disability or death, then
Optionee (or if the Optionee shall die after such termination, but prior to
exercise, Optionee's personal representative or the person entitled to succeed
to the Option) shall have the right to exercise the portions of any of
Optionee's Incentive Stock Options which were exercisable as of the date of such
termination, in whole or in part, not less than 30 days nor more than three (3)
months after such termination (or, in the event of "termination for cause" as
that term is defined in Code and case law related thereto, or by the terms of
the Plan or the Option Agreement or an employment agreement, the Option shall
automatically terminate as of the termination of employment as to all shares
covered by the Option).

    


    With
respect to Non-statutory Options granted to employees, directors or consultants,
the Board may specify such period for exercise, not less than 30 days (except
that in the case of "termination for cause" or removal of a director, the Option
shall automatically terminate as of the termination of employment or services as
to shares covered by the Option) following termination of employment or services
as the Board deems reasonable and appropriate. The Option may be exercised only
with respect to installments that the Optionee could have exercised at the date
of termination of employment or services. Nothing contained herein or in any
Option granted pursuant hereto shall be construed to affect or restrict in any
way the right of the Company to terminate the employment or services of an
Optionee with or without cause.

    


    (f)  Disability of
Optionee: If an Optionee is disabled (within the meaning of Section
22(e)(3) of the Code) at the time of termination, the three (3) month period set
forth in Section 6(e) shall be a period, as determined by the Board and set
forth in the Option, of not less than six months nor more than one year after
such termination.

    


    (g) Death of Optionee: If
an Optionee dies while employed by, engaged as a consultant to, or serving as a
Director of the Company, the portion of such Optionee's Option which was
exercisable at the date of death may be exercised, in whole or in part, by the
estate of the decedent or by a person succeeding to the right to exercise such
Option at any time within (i) a period, as determined by the Board and set forth
in the Option, of not less than six (6) months nor more than one (1) year after
Optionee's death, which period shall not be more, in the case of a Non-statutory
Option, than the period for exercise following termination of employment or
services, or (ii) during the remaining term of the Option, whichever is the
lesser. The Option may be so exercised only with respect to installments
exercisable at the time of Optionee's death and not previously exercised by the
Optionee.

    


    (h) Non-transferability of
Option: No Option shall be transferable by the Optionee, except by will
or by the laws of descent and distribution.

    


    (i)  Recapitalization:
Subject to any required action of shareholders, the number of shares of Stock
covered by each outstanding Option, and the exercise price per share thereof set
forth in each such Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock of the Company resulting from a
stock split, stock dividend, combination, subdivision or reclassification of
shares, or the payment of a stock dividend, or any other increase or decrease in
the number of such shares affected without receipt of consideration by the
Company; provided, however, the conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration" by the Company.

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such Optionee, in its sole and
absolute discretion and without obligation, the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options without regard to the installment provisions of Paragraph 6(d) of the
Plan; provided, that any such right granted shall be granted to all Optionees
not receiving an offer to receive substitute options on a consistent basis, and
provided further, that any such exercise shall be subject to the consummation of
such Reorganization.

    


    Subject
to any required action of shareholders, if the Company shall be the surviving
entity in any merger or consolidation, each outstanding Option thereafter shall
pertain to and apply to the securities to which a holder of shares of Stock
equal to the shares subject to the Option would have been entitled by reason of
such merger or consolidation.

    


    In the
event of a change in the Stock of the Company as presently constituted, which is
limited to a change of all of its authorized shares without par value into the
same number of shares with a par value, the shares resulting from any such
change shall be deemed to be the Stock within the meaning of the
Plan.

    


    To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided in this Section 6(i), the Optionee shall have no rights by reason of
any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares
of stock of any class, and the number or price of shares of Stock subject to any
Option shall not be affected by, and no adjustment shall be made by reason of,
any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

    


    The Grant
of an Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve,
or liquidate or to sell or transfer all or any part of its business or
assets.

     

    
      
        
        

      

      
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    (j)  Rights as a
Shareholder: An Optionee shall have no rights as a shareholder with
respect to any shares covered by an Option until the effective date of the
issuance of the shares following exercise of such Option by Optionee. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 6(i) hereof.

    


    (k)  Modification, Acceleration,
Extension, and Renewal of Options: Subject to the terms and conditions
and within the limitations of the Plan, the Board may modify an Option, or, once
an Option is exercisable, accelerate the rate at which it may be exercised, and
may extend or renew outstanding Options granted under the Plan or accept the
surrender of outstanding Options (to the extent not theretofore exercised) and
authorize the granting of new Options in substitution for such Options, provided
such action is permissible under Section 422 of the Code and the New York
securities rules. Notwithstanding the provisions of this Section 6(k), however,
no modification of an Option shall, without the consent of the Optionee, alter
to the Optionee's detriment or impair any rights or obligations under any Option
theretofore granted under the Plan.

    


    (l)  Exercise Before Exercise
Date: At the discretion of the Board, the Option may, but need not,
include a provision whereby the Optionee may elect to exercise all or any
portion of the Option prior to the stated exercise date of the Option or any
installment thereof. Any shares so purchased prior to the stated exercise date
shall be subject to repurchase by the Company upon termination of Optionee's
employment as contemplated by Section 6(n) hereof prior to the exercise date
stated in the Option and such other restrictions and conditions as the Board or
Committee may deem advisable.

    


    (m)  Other Provisions: The
Option agreements authorized under the Plan shall contain such other provisions,
including, without limitation, restrictions upon the exercise of the Options, as
the Board or the Committee shall deem advisable. Shares shall not be issued
pursuant to the exercise of an Option, if the exercise of such Option or the
issuance of shares there under would violate, in the opinion of legal counsel
for the Company, the provisions of any applicable law or the rules or
regulations of any applicable governmental or administrative agency or body,
such as the Code, the Securities Act, the Exchange Act, the New York securities
rules, New York corporation law, and the rules promulgated under the foregoing
or the rules and regulations of any exchange upon which the shares of the
Company are listed. Without limiting the generality of the foregoing, the
exercise of each Option shall be subject to the condition that if at any time
the Company shall determine that (i) the satisfaction of withholding tax or
other similar liabilities, or (ii) the listing, registration or qualification of
any shares covered by such exercise upon any securities exchange or under any
state or federal law, or (iii) the consent or approval of any regulatory body,
or (iv) the perfection of any exemption from any such withholding, listing,
registration, qualification, consent or approval is necessary or desirable in
connection with such exercise or the issuance of shares there under, then in any
such event, such exercise shall not be effective unless such withholding,
listing registration, qualification, consent, approval or exemption shall have
been effected, obtained or perfected free of any conditions not acceptable to
the Company.

    


    (n)  Repurchase Agreement:
The Board may, in its discretion, require as a condition to the Grant of an
Option hereunder, that an Optionee execute an agreement with the Company, in
form and substance satisfactory to the Board in its discretion ("Repurchase
Agreement"), (i) restricting the Optionee's right to transfer shares purchased
under such Option without first offering such shares to the Company or another
shareholder of the Company upon the same terms and conditions as provided
therein; and (ii) providing that upon termination of Optionee's employment with
the Company, for any reason, the Company (or another shareholder of the Company,
as provided in the Repurchase Agreement) shall have the right at its discretion
(or the discretion of such other shareholders) to purchase and/or redeem all
such shares owned by the Optionee on the date of termination of his or her
employment at a price equal to (A) the fair value of such shares as of such date
of termination, or (B) if such repurchase right lapses at 20% of the number of
shares per year, the original purchase price of such shares, and upon terms of
payment permissible under the New York securities rules; provided that in the
case of Options or Stock Awards granted to officers, directors, consultants or
affiliates of the Company, such repurchase provisions may be subject to
additional or greater restrictions as determined by the Board or
Committee.

    


    7.   STOCK
AWARDS AND RESTRICTED STOCK PURCHASE OFFERS.

    


    (a)  Types of
Grants.

    


    (i)           Stock Award. All or
part of any Stock Award under the Plan may b subject to conditions established
by the Board or the Committee, and set forth in the Stock Award Agreement, which
may include, but are not limited to, continuous service with the Company,
achievement of specific business objectives, increases in specified indices,
attaining growth rates and other comparable measurements of Company performance.
Such Awards may be based on Fair Market Value or other specified
valuation.

    


    (ii)           Restricted Stock Purchase
Offer. A Grant of a Restricted Stock Purchase Offer under the Plan shall
be subject to such (i) vesting contingencies related to the Participant's
continued association with the Company for a specified time and (ii) other
specified conditions as the Board or Committee shall determine, in their sole
discretion, consistent with the provisions of the Plan.

    


    (b)  Conditions and
Restrictions. Shares of Stock which Participants may receive as a Stock
Award under a Stock Award Agreement or Restricted Stock Purchase Offer under a
Restricted Stock Purchase Offer may include such restrictions as the Board or
Committee, as applicable, shall determine, including restrictions on transfer,
repurchase rights, right of first refusal, and forfeiture provisions. When
transfer of Stock is so restricted or subject to forfeiture provisions it is
referred to as "Restricted Stock". Further, with Board or Committee approval,
Stock Awards or Restricted Stock Purchase Offers may be deferred, either in the
form of installments or a future lump sum distribution. The Board or Committee
may permit selected Participants to elect to defer distributions of Stock Awards
or Restricted Stock Purchase Offers in accordance with procedures established by
the Board or Committee to assure that such deferrals comply with applicable
requirements of the Code including, at the choice of Participants, the
capability to make further deferrals for distribution after retirement. Any
deferred distribution, whether elected by the Participant or specified by the
Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or
Committee, may require the payment be forfeited in accordance with the
provisions of Section 7(c). Dividends or dividend equivalent rights may be
extended to and made part of any Stock Award or Restricted Stock Purchase Offers
denominated in Stock or units of Stock, subject to such terms, conditions and
restrictions as the Board or Committee may establish.

     

    
      
        
        

      

      
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    (c)  Cancellation and Rescission
of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase
Offer specifies otherwise, the Board or Committee, as applicable, may cancel any
unexpired, unpaid, or deferred Grants at any time if the Participant is not in
compliance with all other applicable provisions of the Stock Award Agreement or
Restricted Stock Purchase Offer, the Plan and with the following
conditions:

    


    (i)           A
Participant shall not render services for any organization or engage directly or
indirectly in any business which, in the judgment of the chief executive officer
of the Company or other senior officer designated by the Board or Committee, is
or becomes competitive with the Company, or which organization or business, or
the rendering of services to such organization or business, is or becomes
otherwise prejudicial to or in conflict with the interests of the Company. For
Participants whose employment has terminated, the judgment of the chief
executive officer shall be based on the Participant's position and
responsibilities while employed by the Company, the Participant's
post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict
between the Company and the other organization or business, the effect on the
Company's customers, suppliers and competitors and such other considerations as
are deemed relevant given the applicable facts and circumstances. A Participant
who has retired shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization or business so long as
they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than 10 percent equity interest in
the organization or business.

    


    (ii)           A
Participant shall not, without prior written authorization from the Company,
disclose to anyone outside the Company, or use in other than the Company's
business, any confidential information or material relating to the business of
the Company, acquired by the Participant either during or after employment with
the Company.

    


    (iii)           A
Participant shall disclose promptly and assign to the Company all right, title
and interest in any invention or idea, patentable or not, made or conceived by
the Participant during employment by the Company, relating in any manner to the
actual or anticipated business, research or development work of the Company and
shall do anything reasonably necessary to enable the Company to secure a patent
where appropriate in the United States and in foreign countries.

    


    (iv)           Upon
exercise, payment or delivery pursuant to a Grant, the Participant shall certify
on a form acceptable to the Committee that he or she is in compliance with the
terms and conditions of the Plan. Failure to comply with all of the provisions
of this Section 7(c) prior to, or during the six months after, any exercise,
payment or delivery pursuant to a Grant shall cause such exercise, payment or
delivery to be rescinded. The Company shall notify the Participant in writing of
any such rescission within two years after such exercise, payment or delivery.
Within ten days after receiving such a notice from the Company, the Participant
shall pay to the Company the amount of any gain realized or payment received as
a result of the rescinded exercise, payment or delivery pursuant to a Grant.
Such payment shall be made either in cash or by returning to the Company the
number of shares of Stock that the Participant received in connection with the
rescinded exercise, payment or delivery.

    


    (d)  Non-assignability.

    


    (i)           Except
pursuant to Section 7(e)(iii) and except as set forth in Section 7(d)(ii), no
Grant or any other benefit under the Plan shall be assignable or transferable,
or payable to or exercisable by, anyone other than the Participant to whom it
was granted.

    


    (ii)           Where
a Participant terminates employment and retains a Grant pursuant to Section
7(e)(ii) in order to assume a position with a governmental, charitable or
educational institution, the Board or Committee, in its discretion and to the
extent permitted by law, may authorize a third party (including but not limited
to the trustee of a "blind" trust), acceptable to the applicable governmental or
institutional authorities, the Participant and the Board or Committee, to act on
behalf of the Participant with regard to such Awards.

    


    (e)  Termination of
Employment. If the employment or service to the Company of a Participant
terminates, other than pursuant to any of the following provisions under this
Section 7(e), all unexercised, deferred and unpaid Stock Awards or Restricted
Stock Purchase Offers shall be cancelled immediately, unless the Stock Award
Agreement or Restricted Stock Purchase Offer provides otherwise:

    


    (i) Retirement Under a Company
Retirement Plan. When a Participant's employment terminates as a result
of retirement in accordance with the terms of a Company retirement plan, the
Board or Committee may permit Stock Awards or Restricted Stock Purchase Offers
to continue in effect beyond the date of retirement in accordance with the
applicable Grant Agreement and the exercisability and vesting of any such Grants
may be accelerated.

    


    (ii) Rights in the Best Interests
of the Company. When a Participant resigns from the Company and, in the
judgment of the Board or Committee, the acceleration and/or continuation of
outstanding Stock Awards or Restricted Stock Purchase Offers would be in the
best interests of the Company, the Board or Committee may (i) authorize, where
appropriate, the acceleration and/or continuation of all or any part of Grants
issued prior to such termination and (ii) permit the exercise, vesting and
payment of such Grants for such period as may be set forth in the applicable
Grant Agreement, subject to earlier cancellation pursuant to Section 10 or at
such time as the Board or Committee shall deem the continuation of all or any
part of the Participant's Grants are not in the Company's best
interest.

    


    (iii) Death or Disability of a
Participant.

    


    (1)  In the event of a
Participant's death, the Participant's estate or beneficiaries shall have a
period up to the expiration date specified in the Grant Agreement within which
to receive or exercise any outstanding Grant held by the Participant under such
terms as may be specified in the applicable Grant Agreement. Rights to any such
outstanding Grants shall pass by will or the laws of descent and distribution in
the following order: (a) to beneficiaries so designated by the Participant; if
none, then (b) to a legal representative of the Participant; if none, then (c)
to the persons entitled thereto as determined by a court of competent
jurisdiction. Grants so passing shall be made at such times and in such manner
as if the Participant were living.

     

    
      
        
        

      

      
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    (2)  In
the event a Participant is deemed by the Board or Committee to be unable to
perform his or her usual duties by reason of mental disorder or medical
condition which does not result from facts which would be grounds for
termination for cause, Grants and rights to any such Grants may be paid to or
exercised by the Participant, if legally competent, or a committee or other
legally designated guardian or representative if the Participant is legally
incompetent by virtue of such disability.

    


    (3)  After the death or
disability of a Participant, the Board or Committee may in its sole discretion
at any time (1) terminate restrictions in Grant Agreements; (2) accelerate any
or all installments and rights; and (3) instruct the Company to pay the total of
any accelerated payments in a lump sum to the Participant, the Participant's
estate, beneficiaries or representative -- notwithstanding that, in the absence
of such termination of restrictions or acceleration of payments, any or all of
the payments due under the Grant might ultimately have become payable to other
beneficiaries.

    


    (4)  In the event of
uncertainty as to interpretation of or controversies concerning this Section 7,
the determinations of the Board or Committee, as applicable, shall be binding
and conclusive.

    


    Unless
and until the granting of Options or sale and issuance of Stock subject to the
Plan are registered under the Exchange Act on Form S-8, or similar Form, or
shall be exempt pursuant to the rules promulgated there under, each Grant under
the Plan shall provide that the purchases or other acquisitions of Stock there
under shall be for investment purposes and not with a view to, or for resale in
connection with, any distribution thereof. Further, unless the issuance and sale
of the Stock have been registered under the Securities Act, each Grant shall
provide that no shares shall be purchased upon the exercise of the rights under
such Grant unless and until (i) all then applicable requirements of state and
federal laws and regulatory agencies shall have been fully complied with to the
satisfaction of the Company and its counsel, and (ii) if requested to do so by
the Company, the person exercising the rights under the Grant shall (i) give
written assurances as to knowledge and experience of such person (or a
representative employed by such person) in financial and business matters and
the ability of such person (or representative) to evaluate the merits and risks
of exercising the Option, and (ii) execute and deliver to the Company a letter
of investment intent and/or such other form related to applicable exemptions
from registration, all in such form and substance as the Company may require. If
shares are issued upon exercise of any rights under a Grant without registration
under the Securities Act, subsequent registration of such shares shall relieve
the purchaser thereof of any investment restrictions or representations made
upon the exercise of such rights.

    


    9.   AMENDMENTS, MODIFICATION,
SUSPENSION OR DISCONTINUANCE OF THE PLAN. The Board may, insofar as
permitted by law, from time to time, with respect to any shares at the time not
subject to outstanding Grants, suspend or terminate the Plan or revise or amend
it in any respect whatsoever, except that without the approval of the
shareholders of the Company, no such revision or amendment shall (i) increase
the number of shares subject to the Plan, (ii) decrease the price at which
Grants may be granted, (iii) materially increase the benefits to Participants,
or (iv) change the class of persons eligible to receive Grants under the Plan;
provided, however, no such action shall alter or impair the rights and
obligations under any Option, or Stock Award, or Restricted Stock Purchase Offer
outstanding as of the date thereof without the written consent of the
Participant there under. No Grant may be issued while the Plan is suspended or
after it is terminated, but the rights and obligations under any Grant issued
while the Plan is in effect shall not be impaired by suspension or termination
of the Plan.

    


    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Non-statutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued
Grants.

    


    10.   TAX WITHHOLDING. The
Company shall have the right to deduct applicable taxes from any Grant payment
and withhold, at the time of delivery or exercise of Options, Stock Awards or
Restricted Stock Purchase Offers or vesting of shares under such Grants, an
appropriate number of shares for payment of taxes required by law or to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes. If Stock is used to satisfy tax
withholding, such stock shall be valued based on the Fair Market Value when the
tax withholding is required to be made.

    


    11.   AVAILABILITY OF
INFORMATION. During the term of the Plan and any additional period during
which a Grant granted pursuant to the Plan shall be exercisable, the Company
shall make available, not later than one hundred and twenty (120) days following
the close of each of its fiscal years, such financial and other information
regarding the Company as is required by the bylaws of the Company and applicable
law to be furnished in an annual report to the shareholders of the
Company.

    


    12.   NOTICE. Any written notice
to the Company required by any of the provisions of the Plan shall be addressed
to the chief financial officer or to the chief executive officer of the Company,
and shall become effective when the office of the chief financial officer or the
chief executive officer receives it.

    


    13.   INDEMNIFICATION OF BOARD.
In addition to such other rights or indemnifications as they may have as
directors or otherwise, and to the extent allowed by applicable law, the members
of the Board and the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any claim, action, suit or
proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of any action taken, or failure to act, under or
in connection with the Plan or an Grant granted there under, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such claim, action, suit or proceeding, except
in any case in relation to matters as to which it shall be adjudged in such
claim, action, suit or proceeding that such Board or Committee member is liable
for negligence or misconduct in the performance of his or her duties; provided
that within sixty (60) days after institution of any such action, suit or Board
proceeding the member involved shall offer the Company, in writing, the
opportunity, at its own expense, to handle and defend the same.

     

    14.   GOVERNING LAW. The Plan
and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by the Code or the securities laws of the United States,
shall be governed by the law of the State of Nevada and construed
accordingly.

     

    
      
        
        

      

      
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    15.   EFFECTIVE AND TERMINATION
DATES. The Plan shall become effective on the date it is approved by the
Board and ratified by the holders of a majority of the shares of Stock then
outstanding. The Plan shall terminate ten years later, subject to earlier
termination by the Board pursuant to Section 9.

    


    The
foregoing 2009 Incentive Stock Plan was duly adopted and approved by the Board
of Directors and the shareholders of the Corporation at a Special Meeting of
Shareholders.

    


    


    


    /s/                                                                 


    Terry
Gabby, Secretary

     

    ATTEST:

    
/s/                                                                


    Gary
Rasmussen, Chairman of the Board

     

    
      
        
        

      

      
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    EXHIBIT
A

    Form of Stock Option
Agreement


    


    STOCK
OPTION AGREEMENT

    under
the

    GLOBAL
ENTERTAINMENT HOLDINGS, INC.

    2009
INCENTIVE STOCK PLAN

    For
Employees and Directors

     

    
      
        	 Name of
    Optionee:	
                ___________________

              	 (the
      “Optionee”)
	 Type of
Option:	
                 ___________________

              	 (ISO)
	 No. of Option
      Shares: 	
                 ___________________

              	 Shares of
      Common Stock
	 Grant
    Date: 	
                 ___________________

              	 (the “Grant
      Date”)
	 Hire Date:	
                 ___________________

              	 (the “Hire
      Date”)
	 Expiration
      Date: 	
                 ___________________

              	 (the
      “Expiration Date”)
	 Option Exercise
      Price/Share: 	
                 $___________________

              	 (the “Option
      Exercise Price”)


      

       

    

    Pursuant
to the GLOBAL ENTERTAINMENT HOLDINGS, INC., 2009 INCENTIVE STOCK PLAN (the
“Plan”), Global Entertainment Holdings, Inc., a Nevada corporation (together
with all successors thereto, the “Company”), hereby grants to the Optionee, who
is an employee, director or consultant of the Company or of its Subsidiaries or
Affiliates, an option (the “Stock Option”) to purchase on or prior to the
Expiration Date, or such earlier date as is specified herein, all or any part of
the number of shares of Common Stock indicated above (the “Option Shares,” and
such shares once issued shall be referred to as the “Issued Shares”), at the
Option Exercise Price, subject to the terms and conditions set forth in this
Stock Option Agreement (this “Agreement”) and in the Plan.  This Stock
Option is intended to qualify as either an “incentive stock option” or
“nonstatutory option” as defined in Section 422(b) of the Internal Revenue Code
of 1986, as amended from time to time (the “Code”) and as set forth in the
Plan.

    


    1)  Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

    


    “Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations
thereunder.

    


    “Affiliate” shall mean
with respect to a specified Person, any Person that directly, or indirectly
through one or more intermediaries, Controls, or is Controlled by, or is under
common Control with, the specified Person.

    


    “Bankruptcy” shall
mean with respect to the Optionee (i) the filing of a voluntary petition under
any bankruptcy or insolvency law, or a petition for the appointment of a
receiver or the making of an assignment for the benefit of creditors, with
respect to the Optionee or any Permitted Transferee, or (ii) the Optionee or any
Permitted Transferee being subjected involuntarily to such a petition or
assignment or to an attachment or other legal or equitable interest with respect
to the Optionee’s assets, which involuntary petition or assignment or attachment
is not discharged within 60 days after its date, and (iii) the Optionee or any
Permitted Transferee being subject to a transfer of the Stock Option or the
Issued Shares by operation of law, except by reason of death.

    


    “Board” shall mean the
Board of Directors of the Company.

    


    “Cause” shall mean a
vote of the Board which either terminates the Optionee's Service Relationship or
(to the extent applicable) endorses termination of the Optionee's Service
Relationship by a Subsidiary or Affiliate, in each case as a result of any of
the following events: (i) any material breach by the Optionee of this Agreement
or any other written agreement to which the Optionee and the Company are
parties, (ii) the commission of any act by the Optionee constituting financial
dishonesty against the Company, which act would be chargeable as a felony crime
under applicable law, (iii) the Optionee’s engaging in any other act of
dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or
harassment which, as determined in good faith by the Board
would:  (x) materially adversely affect the business or the
reputation of the Company with its current or prospective customers, suppliers,
lenders, academic or museum institutions or other forms of organization
affiliated with the Company and/or other third parties with whom the Company
does or might do business, or (y) expose the Company to a risk of material
civil or criminal legal damages, liabilities or penalties, (iv) the repeated
failure by the Optionee to follow the directives of the Board, provided such
directives do not require acts which are illegal, unethical or beyond the scope
of services described herein, or (v) the Optionee’s materially inadequate
performance of any of his duties or obligations to the Company (other than any
breach of duties or obligations incident to any commission by the Optionee of
those acts referenced in clauses (i), (ii), (iii) and (iv) above) which
inadequate performance is not cured within 30 days after the Company gives
written notice to the Optionee specifying the inadequate performance in
reasonable detail and demanding its cure; provided that if such
inadequate performance requires more than 30 days for cure, “Cause” shall not
exist if the Optionee has commenced cure and is proceeding to cure with
reasonable diligence during the 30 day period after the Optionee’s receipt
of notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    “Control” shall mean
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, contract, or otherwise.

    


    “Committee” shall mean
the Board or a committee or committees of the Board then responsible for
administration of the Plan.

    


    “Common Stock” shall
mean the Company’s Common Stock, par value $0.001 per share, together with any
shares into which Common Stock may be converted or exchanged, as provided
herein.

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

    


    “Fair Market Value” of
the Common Stock on any given date means the fair market value price per share
of the Common Stock determined in good faith by the Committee; provided, however, that (i) if
the Common Stock is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”), the Fair Market Value
on any given date shall not be less than the average of the highest bid and
lowest asked prices of the Common Stock reported for such date or, if no bid and
asked prices were reported for such date, for the last day preceding such date
for which such prices were reported, or (ii) if the Stock is admitted to trading
on a national securities exchange or the NASDAQ National Market System, the Fair
Market Value on any date shall not be less than the last reported closing price
for the Common Stock on such exchange or system.

    


     “Permitted
Transferees” shall mean any of the following to whom the Optionee may
transfer Issued Shares pursuant to Section 9(a) hereunder: the Optionee’s
spouse, children (natural or adopted), stepchildren or a trust for their sole
benefit of which the Optionee is the settlor; provided, however, that any
such trust does not require or permit distribution of any Issued Shares during
the term of this Agreement unless subject to its terms.

    


    “Person” shall mean
any individual, corporation, partnership (limited or general), limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or any similar entity.

    


    “Sale Event” shall
mean, regardless of form thereof, (a) the dissolution or liquidation of the
Company, (b) the sale of all or substantially all of the assets of the Company
on a consolidated basis to an unrelated person or entity, (c) a merger,
reorganization or consolidation in which the outstanding shares of Company’s
capital stock are converted into or exchanged for a different kind of securities
of the successor entity and the holders of the Company’s outstanding voting
power immediately prior to such transaction do not own a majority of the
outstanding voting power of the successor entity immediately upon completion of
such transaction, or (d) the sale of all or substantially all of the outstanding
stock of the Company to an unrelated person or entity.

    


    “Service Relationship”
shall mean with respect to the Optionee any relationship or unbroken series of
temporally contiguous relationships of the Optionee as an employee, part-time
employee, director or consultant of the Company or any of its Subsidiaries or
Affiliates such that, for example, a Service Relationship shall be deemed to
continue without interruption in the event the Optionee’s status changes from or
to full-time employee to or from part-time employee or consultant of the Company
or any of its Subsidiaries or Affiliates.

    


    “Subsidiary” shall
mean any Person of which stock or other equity interests possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
or other equity interests in such Person is owned directly or indirectly by the
Company.

    


    2) Vesting and
Exercisability.

    


    i) No
portion of this Stock Option may be exercised until such portion shall have
vested, and no portion of this Stock Option may be exercised on or after the
Expiration Date.

    


    ii)
Except as set forth below in this Section 2 and in Section 7, this Stock
Option shall be vested and exercisable with respect to the Option Shares on the
respective dates as set forth on Schedule 1
attached hereto.

    


    iii) In
the event that the Optionee’s Service Relationship is terminated for any reason
or under any circumstances
other than (i) for Cause or (ii) as result of the Optionee's death or
disability  (as defined in Section 422(c)(6) of the Internal Revenue
Code), this Stock Option will thereafter continue to be exercisable by the
Optionee (or the Optionee's successors in interest), to the extent it was vested
and exercisable on such date of such termination, at any time or times prior to
the earliest to occur of (A) the ninetieth (90th) day following the date upon
which the Optionee's Service Relationship is terminated or (B) the Expiration
Date.  For all purposes under this Agreement the Committee shall have
sole discretion to determine the reason for the termination of the Optionee’s
Service Relationship.

    


    iv) In
the event that the Optionee’s Service Relationship is terminated as result of
the Optionee's death or disability (as defined in Section 422(c)(6) of the
Internal Revenue Code), this Stock Option will thereafter continue to be
exercisable by the Optionee (or the Optionee's successors in interest), to the
extent it was vested and exercisable on such date of such termination, at any
time or times prior to the earliest to occur of (i) the date which is twelve
(12) months following the date upon which the Optionee's Service Relationship is
terminated or (ii) the Expiration Date

    


    v) In
the event that the Optionee’s Service Relationship is terminated for Cause, all
presently exercisable Stock Options shall terminate immediately upon the
effective date of such termination and be null and void, and any portion of the
Stock Option that is not exercisable on the effective date of termination of the
Service Relationship shall also immediately expire and be null and
void.

    


    vi) In
the event that (i) the Optionee has entered into an employment, consulting or
similar form of agreement with the Company or its Subsidiaries or Affiliates
which sets forth one or more obligations of the Optionee to the Company or its
Subsidiaries or Affiliates relating to the protection of proprietary or
confidential information, non-competition, non-solicitation, or ownership of
intellectual property and or work-product, and (ii) the Optionee materially
breaches one or more of such obligations at any time during or after the period
of the Optionee's Service Relationship ((i) and (ii) collectively, a
“Non-Compliance Event”), all presently exercisable Stock Options shall terminate
and be null and void effective upon the earliest date of any Non-Compliance
Event, as determined by the Board acting in reasonable good faith, and any
portion of the Stock Option that is not exercisable on the such date shall also
immediately expire and be null and void as of such date.

     

    
      
        
        

      

      
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    3) Exercise of Stock
Option.

    


    i) The
Optionee may exercise this Stock Option only in the following
manner:  Prior to the Expiration Date (and subject to Sections 2 and 7
hereof), the Optionee may deliver a Stock Option exercise notice (an “Exercise
Notice”) in the form of Appendix A
hereto indicating his or her election to purchase some or all of the Option
Shares with respect to which this Stock Option is exercisable at the time of
such notice.  Such notice shall specify the number of Option Shares to
be purchased.  Payment of the purchase price may be made by one or
more of the following methods:

     

    1) in
cash, by certified or bank check, or other instrument acceptable to the
Committee in U.S. funds payable to the order of the Company in an amount equal
to the purchase price of such Option Shares;

    


    2) so
long as the Company has a current Registration Statement on file with respect to
the Shares underlying the Options, consideration received by the Company under a
formal “brokerage cashless exercise” program adopted by the Company acceptable
to the Board of Directors in its sole discretion in connection with the Plan or
the delivery of a properly executed exercise notice together with irrevocable
instructions to a broker registered under the Exchange Act to promptly deliver
to the Company the amount of proceeds required to pay the Exercise Price;
or

    


    3) (A)
through the delivery (or attestation to ownership) of shares of Common Stock
that have been purchased by the Optionee on the open market or that have been
held by the Optionee for at least six months and are not subject to restrictions
under any plan of the Company, (B)  by the Optionee delivering to the
Company a properly executed Exercise Notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided
that in the event the Optionee chooses to pay the option purchase price as so
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure, or (C) a combination
of 1, 2, or 3(A) or 3(B) above.  Payment instruments will be received
subject to collection.

    


    ii) Certificates
for the Option Shares so purchased will be issued and delivered to the Optionee
upon compliance to the satisfaction of the Committee with all applicable
requirements under the terms of this Agreement and under applicable laws or
regulations in connection with such issuance.  Until the Optionee
shall have complied with the requirements hereof and of the Plan, the Company
shall be under no obligation to issue the Option Shares subject to this Stock
Option, and the determination of the Committee as to such compliance shall be
final and binding on the Optionee.  The Optionee shall not be deemed
to be the holder of, or to have any of the rights of a holder with respect to,
any shares of Common Stock subject to this Stock Option unless and until this
Stock Option shall have been exercised pursuant to the terms hereof, the Company
shall have issued the Option Shares to the Optionee, and the Optionee’s name
shall have been entered as a stockholder of record on the books of the
Company.  Thereupon, the Optionee shall have full dividend and other
ownership rights with respect to such Issued Shares, subject to the terms of
this Agreement.

    


     iii)Notwithstanding
any other provision hereof or of the Plan, all portions of this Stock Option
shall cease to be exercisable as of and after the Expiration Date.

    


    4) Incorporation
of Plan.  Notwithstanding
anything herein to the contrary, this Stock Option shall be subject to and
governed by all the terms and conditions of the Plan.

    


    5) Transferability.  This Agreement is
personal to the Optionee and is not transferable by the Optionee in any manner
other than by will or by the laws of descent and distribution.  This
Stock Option may be exercised during the Optionee’s lifetime only by the
Optionee (or by the Optionee’s guardian or personal representative in the event
of the Optionee’s incapacity).  The Optionee may elect to designate a
beneficiary by providing written notice of the name of such beneficiary to the
Company, and may revoke or change such designation at any time by filing written
notice of revocation or change with the Company; such beneficiary may exercise
the Optionee’s Stock Option in the event of the Optionee’s death to the extent
provided herein.  If the Optionee does not designate a beneficiary, or
if the designated beneficiary predeceases the Optionee, the executor of the
Optionee may exercise this Stock Option to the extent provided herein in the
event of the Optionee’s death.

    


    6) Adjustment
Upon Changes in Capitalization.  The shares of
stock covered by this Stock Option are shares of Common Stock of the
Company.  Subject to Section 7 hereof, if the shares of Common
Stock as a whole are increased, decreased, changed or converted into or
exchanged for a different number or kind of shares or securities of the Company
or any successor entity (or a parent or Subsidiary thereof), whether through
merger or consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, combination of shares, exchange of shares, change in corporate
structure or the like, an appropriate and proportionate adjustment shall be made
in the number and kind of shares and in the per share exercise price of shares
subject to any unexercised portion of this Stock Option.  In the event
of any such adjustment in this Stock Option, the Optionee thereafter shall have
the right, subject to Section 7, to purchase the number of shares under this
Stock Option at the per share price, as so adjusted, which the Optionee could
purchase at the total purchase price applicable to this Stock Option immediately
prior to such adjustment, all references herein to Common Stock shall be deemed
to refer to the security that is subject to acquisition upon exercise of this
Stock Option and all references to the Company shall be deemed to refer to the
issuer of such security.  Adjustments under this Section 6 shall
be determined by the Committee, whose determination as to what adjustment shall
be made, and the extent thereof, shall be conclusive.  No fractional
shares of Common Stock shall be issued under the Plan resulting from any such
adjustment, but the Company in its discretion may make a cash payment in lieu of
fractional shares.

    


    7) Effect of
Certain Transactions.  Upon the
occurrence of a Sale Event, all unvested and or unexercised portions of this
Stock Option shall be immediately vested and thereafter, Optionee shall be
permitted for a specified period of time prior to the effective date and time of
the Sale Event as determined by the Committee to exercise all portions of this
Stock Option held by the Optionee.

    


    8) Withholding
Taxes.  The Optionee
shall, not later than the date as of which the exercise of this Stock Option
becomes a taxable event for federal income tax purposes, pay to the Company or
make arrangements satisfactory to the Committee for payment of any federal,
state and local taxes required by law to be withheld on account of such taxable
event.  Subject to approval by the Committee, the Optionee may elect
to have the minimum tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Common Stock to be issued
or transferring to the Company, a number of shares of Common Stock with an
aggregate Fair Market Value that would satisfy the withholding amount
due.  The Optionee acknowledges and agrees that the Company or any
Subsidiary of the Company has the right to deduct from payments of any kind
otherwise due to the Optionee, or from the Option Shares to be issued in respect
of an exercise of this Stock Option, any federal, state or local taxes of any
kind required by law to be withheld with respect to the issuance of Option
Shares to the Optionee.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    9) Restrictions
on Transfer of Issued Shares.  None of the
Issued Shares acquired upon exercise of the Stock Option shall be sold,
assigned, transferred, pledged, hypothecated, given away or in any other manner
disposed of or encumbered, whether voluntarily or by operation of law, unless
such transfer is in compliance with all applicable securities laws (including,
without limitation, the Act), and such disposition is in accordance with the
terms and conditions of this Section 9.  In connection with any
transfer of Issued Shares, the Company may require the transferor to provide at
the Optionee’s own expense an opinion of counsel to the transferor, satisfactory
to the Company, that such transfer is in compliance with all foreign, federal
and state securities laws (including, without limitation, the
Act).  Any attempted disposition of Issued Shares not in accordance
with the terms and conditions of this Section 9 shall be null and void, and the
Company shall not reflect on its records any change in record ownership of any
Issued Shares as a result of any such disposition, shall otherwise refuse to
recognize any such disposition and shall not in any way give effect to any such
disposition of any Issued Shares.  Subject to the foregoing general
provisions, Issued Shares may be transferred pursuant to the following specific
terms and conditions:

    


    i) Transfers to Permitted
Transferees.  The Optionee may sell, assign, transfer or give
away any or all of the Issued Shares to Permitted Transferees; provided, however, that such
Permitted Transferee(s) shall, as a condition to any such transfer, agree to be
subject to the provisions of this Agreement (including, without limitation, the
provisions of this Section 9) and shall have delivered a written acknowledgment
to that effect to the Company.

    


    ii) Transfers Upon
Death.  Upon the death of the Optionee, any Issued Shares then
held by the Optionee at the time of such death and any Issued Shares acquired
thereafter by the Optionee’s legal representative pursuant to this Agreement
shall be subject to the provisions of this Section 9, if applicable, and the
Optionee’s estate, executors, administrators, personal representatives, heirs,
legatees and distributees shall be obligated to convey such Issued Shares to the
Company or its assigns under the terms contemplated hereby.

    


     iii) Legend.  The
Company may place a legend on any certificate for Issued Shares delivered to the
Optionee reflecting the restrictions on transfer provided in this Section
9.

    


    10) Tax
Consequences.  Set forth below is a brief summary as
of the date of this Option Agreement of some of the federal tax consequences of
exercise of this Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE, THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.

    


    a) Exercise of
ISO.  If this Option Qualifies as an ISO, there will be no
regular federal income tax liability upon the exercise of the Option, although
the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.

    


    b) Exercise of Nonstatutory
Stock Option.  There may be a regular federal income tax
liability upon the exercise of a Nonstatutory Stock Option.  The
Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Shares on the date of exercise over the Exercise Price.  If
Optionee is an Employee or a former Employee, the Company will be required to
withhold from Optionee’s compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

    


    c) Disposition of
Shares.  In the case of an NSO, if Shares are held for at least
one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.  In the case
of an ISO, if Shares transferred pursuant to the Option are held for at least
one year after exercise and at least two years after the Date of Grant, any gain
realized on disposition of the Shares will also be treated as long-term capital
gain for federal income tax purposes.  If Shares purchased under an
ISO are disposed of within one year after exercise or two years after the Date
of Grant, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the difference
between the Exercise Price and the lesser of (1) the Fair Market Value of the
Shares on the date of exercise, or (2) the sale price of the
Shares.  Any additional gain will be taxed as capital gain, short-term
or long-term depending on the period that the ISO Shares were held.

    


    d) Notice of Disqualifying
Disposition of ISO Shares. If the Option granted to Optionee herein is an
ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired
pursuant to the ISO on or before the later of (1) the date two years after the
Date of Grant, or (2) the date one year after the date of exercise, the Optionee
shall immediately notify the Company in writing if such
disposition.  Optionee agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by the
Optionee.

     

    11) Miscellaneous
Provisions.

    


    i) Equitable
Relief.  The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.

    


    ii) Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective. This Agreement may be changed, modified or terminated only by an
agreement in writing signed by the Company and the Optionee.

    


    iii) Governing
Law.  This Agreement shall be governed by and construed in
accordance with the law of the State of Nevada without regard to conflict of law
principles.

    


    iv) Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

     

    
      v) Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

      


      vi) Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Optionee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.

      


      vii) Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted
assigns, and legal representatives.  The Company has the right to
assign this Agreement, and such assignee shall become entitled to all the rights
of the Company hereunder to the extent of such assignment.

      


      viii)
Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

      


      The
foregoing Stock Option Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned as of the date first above
written.

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    GLOBAL
ENTERTAINMENT HOLDINGS, INC.

    


    


    By:
________________________________

      Name:

      Title:

    


    Address:

    ___________________________________
 

    ___________________________________
 

    ___________________________________
 

    


    


    OPTIONEE:

    


    


    ___________________________________

    Name:                      

    


    Address:

     

    
      ___________________________________
 

      ___________________________________
 

      ___________________________________
 


    

    
      SPOUSE’S
CONSENT

      I
acknowledge that I have read the foregoing Stock Option

      Agreement
and understand the contents thereof.


      


      ____________________________________

       

      A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states:  Arizona, California, Idaho,
Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin.

      


      DESIGNATED
BENEFICIARY:

      


      


      ____________________________________

      


      Beneficiary’s
Address:

      


      _________________________________

       

      _________________________________

       

      _________________________________

    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Schedule
1

    


    VESTING
SCHEDULE

     

    Stock
Option to Purchase an Aggregate of __________ Shares of Common Stock, $0.001 par
value per share, of Global Entertainment Holdings, Inc.

    


    Grant
Date (the ‘Effective Date’):  _______________

    Hire
Date:  N/A

     

    
      
        
          	
                   
      Vesting
      Date

                	 
      

                  Incremental
      # of Option Shares Exercisable as of Vesting Date

                	 
      

                  Percentage
      of Option Shares becoming Exercisable as of Vesting Date

                	 
      

                  Cumulative
      # of Option Shares Exercisable as of Vesting Date

                	 
      

                  Total
      Option Shares Vested as of Vesting Date (%)

                
	
                   

                  1st
      anniversary of Grant Date

                	 
      	 
      	 
      	 
      
	
                   

                  2nd
      anniversary of Grant Date

                	 
      	 
      	 
      	 
      
	
                   

                  3rd
      anniversary of Grant Date

                	 
      	 
      	 
      	 
      
	
                   

                  4th
      anniversary of Grant Date

                	 
      	 
      	 
      	 
      
	
                   

                  5th
      anniversary of Grant Date

                	 
      	 
      	 
      	 
      


        

      

    

    


    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Appendix
A

    


    STOCK
OPTION EXERCISE NOTICE

    


    


    Global
Entertainment Holdings, Inc.

    Attention:
Chief Financial Officer

    ____________________________

    ____________________________

    


    


    Pursuant
to the terms of my Stock Option Agreement dated __________ (the “Agreement”)
under the Global Entertainment Holdings, Inc. 2009 Incentive Stock Plan, I,
[Insert Name] ________________, hereby [Circle One] partially/fully exercise
such option by including herein payment in the amount of $______ representing
the purchase price for [Fill in number of Option Shares] _______ option
shares.  I have chosen the following form(s) of payment:

     

    [   ] 1. Cash

    [   ] 2. Certified
or bank check payable to Global Entertainment Holdings, Inc.

    [   ] 3.
Other (as described in the Agreement (please
describe)_____________________________________________________.

    


    The
undersigned hereby certifies that all of the option shares so received are being
purchased by the undersigned for his or her own account as an investment and not
with a present view to distribution thereof.  The undersigned
understands that Global Entertainment Holdings, Inc. will issue the option
shares without registration thereof under the Securities Act of 1933, as amended
(the “Act”); therefore, the option shares may not be resold or transferred
unless they are registered under the Act or unless an exemption from
registration is available.

    


    
      Sincerely
yours,

    

    


    


    _________________________________

    Name:

    


    Address:

    _________________________________

     

    _________________________________

     

    _________________________________

     

    


    
      
        
        

      

      
        15