2007
      Incentive Plan

     

    VENTURE
      BEVERAGE COMPANY

     

    Adopted
      by the Board of Directors as of 

     

    December
      7, 2007 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Contents

     

    
      	
              Article
                1. Establishment, Purpose, and Duration

            	 	
              1

            
	
              Article
                2. Definitions

            	 	
              1

            
	
              Article
                3. Administration

            	 	
              5

            
	
              Article
                4. Shares Subject to the Plan and Maximum Awards

            	 	
              6

            
	
              Article
                5. Eligibility and Participation

            	 	
              7

            
	
              Article
                6. Options

            	 	
              8

            
	
              Article
                7. Share Appreciation Rights

            	 	
              10

            
	
              Article
                8. Restricted Shares and Restricted Share Units

            	 	
              12

            
	
              Article
                9. Performance Units/Performance Shares

            	 	
              13

            
	
              Article
                10. Cash-Based Awards and Other Share-Based Awards

            	 	
              14

            
	
              Article
                11. Performance Measures

            	 	
              15

            
	
              Article
                12. Nonemployee Director Awards

            	 	
              17

            
	
              Article
                13. Dividend Equivalents

            	 	
              17

            
	
              Article
                14. Beneficiary Designation

            	 	
              17

            
	
              Article
                15. Rights of Participants

            	 	
              17

            
	
              Article
                16. Change of Control

            	 	
              18

            
	
              Article
                17. Amendment, Modification, Suspension, and Termination

            	 	
              18

            
	
              Article
                18. Withholding

            	 	
              18

            
	
              Article
                19. Successors

            	 	
              19

            
	
              Article
                20. General Provisions

            	 	
              19

            


    

    


    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     

    VENTURE
      BEVERAGE COMPANY

    2007
      Incentive Plan

     

    Article
      1. Establishment, Purpose, and Duration

     

    1.1 Establishment.
      Venture
      Beverage Company, a Nevada corporation (the “Company”), establishes an incentive
      compensation plan to be known as the 2007 Incentive Plan (the “Plan”), as set
      forth in this document. 

     

    The
      Plan
      permits the grant of Cash-Based Awards, Nonqualified Options,
      Incentive
      Options, Share
      Appreciation Rights (SARs), Restricted Shares, Restricted Share Units,
      Performance Shares, Performance Units, and Other Share-Based Awards.


     

    The
      Plan
      shall become effective upon approval of the Board of Directors (the “Effective
      Date”) and shall remain in effect as provided in Section 1.3 hereof.


     

    1.2 Purpose
      of the Plan.
      The
      purpose of the Plan is to provide a means whereby Employees, Directors, and
      Third-Party Service Providers of the Company develop a sense of proprietorship
      and personal involvement in the development and financial success of the
      Company, and to encourage them to devote their best efforts to the business
      of
      the Company, thereby advancing the interests of the Company and its
      stockholders. A further purpose of the Plan is to provide a means through which
      the Company may attract able individuals to become Employees or serve as
      Directors, or Third-Party Service Providers of the Company and to provide a
      means whereby those individuals upon whom the responsibilities of the successful
      administration and management of the Company are of importance, can acquire
      and
      maintain stock ownership, thereby strengthening their concern for the welfare
      of
      the Company.

     

    1.3 Duration
      of the Plan.
      Unless
      sooner terminated as provided herein, the Plan shall terminate ten years from
      the Effective Date. After the Plan is terminated, no Awards may be granted
      but
      Awards previously granted shall remain outstanding in accordance with their
      applicable terms and conditions and the Plan’s terms and conditions.
      Notwithstanding the foregoing, no Incentive Options may be granted more than
      ten
      years after the earlier of (a) adoption of the Plan by the Board, and (b) the
      Effective Date. 

     

    Article
      2. Definitions

     

    Whenever
      used in the Plan, the following terms shall have the meanings set forth below,
      and when the meaning is intended, the initial letter of the word shall be
      capitalized.

     

    
      	 	
              2.1

            	
              “Affiliate”
                shall have the meaning ascribed to such term in Rule 12b-2 of the
                General Rules and Regulations of the Exchange
                Act.

            


    

     

    
      	 	
              2.2

            	
              “Annual
                Award Limit” or “Annual Award Limits”
                have the meaning set forth in Section 4.3
                hereof.

            


    

     

    
      	 	
              2.3

            	
              “Award”
                means, individually or collectively, a grant under this Plan of
                Cash-Based Awards, Nonqualified Options, Incentive Options, SARs,
                Restricted Shares, Restricted Share Units, Performance Shares, Performance
                Units, or Other Share-Based Awards, in each case subject to the terms
                of
                this Plan. 

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	 	
              2.4

            	
              “Award
                Agreement”
                means either (i) a written agreement entered into by the Company
                and a
                Participant setting forth the terms and provisions applicable to
                an Award
                granted under this Plan, or (ii) a written statement issued by the
                Company
                to a Participant describing the terms and provisions of such
                Award.

            


    

     

    
      	 	
              2.5

            	
              “Beneficial
                Owner”
                or
                “Beneficial
                Ownership”
                shall have the meaning ascribed to such term in Rule 13d-3 of the
                General
                Rules and Regulations under the
                Exchange Act.

            


    

     

    
      	 	
              2.6

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

            


    

     

    
      	 	
              2.7

            	
              “Cash-Based
                Award”
                means an Award granted to a Participant as described in
                Article 10. 

            


    

     

    
      	 	
              2.8

            	
              “Code”
                means the U.S. Internal Revenue Code of 1986, as amended from time
                to
                time.

            


    

     

    
      	 	
              2.9

            	
              “Committee”
                means the full Board of Directors or a committee designated by the
                Board
                to administer this Plan. The members of the Committee shall be appointed
                from time to time by and shall serve at the discretion of the
                Board.

            


    

     

    
      	 	
              2.10

            	
              “Company”
                has the meaning set forth in Section 1.1 hereof, and any successor
                thereto
                as provided in Article 20 herein.


            


    

     

    
      	 	
              2.11

            	
              “Covered
                Employee”
                means a Participant who is a “covered employee,” as defined in Code
                Section 162(m) and the Treasury Regulations promulgated under Code
                Section
                162(m), or any successor statute.

            


    

     

    
      	 	
              2.12

            	
              “Director”
                means
                any individual who is a member of the Board of Directors of the
                Company.

            


    

     

    
      	 	
              2.13

            	
              “Effective
                Date”
                has the meaning set forth in Section 1.1
                hereof.

            


    

     

    
      	 	
              2.14

            	
              “Employee”
                means any employee of the Company, its Affiliates, and/or its
                Subsidiaries.

            


    

     

    
      	 	
              2.15

            	
              “Exchange
                Act”
                means the Securities Exchange Act of 1934, as amended from time to
                time,
                or any successor act thereto.

            


    

     

    
      	 	
              2.16

            	
              “Fair
                Market Value”
                or
                “FMV”
                means, if Shares are traded “over the counter” at the time a determination
                of its Fair Market Value is required to be made hereunder, the average
                between the reported high and low or closing bid and asked prices
                of a
                Share on the most recent date on which Shares were publicly traded,
                an
                average of such trading dates (whether or not volume weighted), or
                such
                other measure as the Committee deems appropriate. If the Shares are
                traded
                on an established stock exchange (such as the American Stock Exchange
                or
                the NASDAQ Stock Market), then FMV means a price that is based on
                the
                opening, closing, actual, high, low, or average selling prices of
                a Share
                reported on such established stock exchange (or exchanges) on the
                applicable date, the preceding trading day, the next succeeding trading
                day, or an average of trading days (whether or not volume weighted),
                as
                determined by the Committee in its discretion. In the event Shares
                are not
                publicly traded at the time a determination of their Fair Market
                Value is
                required to be made hereunder, the determination of their Fair Market
                Value shall be made by the Committee in such manner as it deems
                appropriate. 

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              2.17

            	
              “Full
                Value Award” means
                an Award other than in the form of an ISO, NQSO, or SAR, and which
                is
                settled by the issuance of Shares.

            


    

     

    
      	 	
              2.18

            	
              “Freestanding
                SAR”
                means an SAR that is granted independently of any Options, as described
                in
                Article 7.

            


    

     

    
      	 	
              2.19

            	
              “Grant
                Price” means
                the price established at the time of grant of an SAR pursuant to
                Article
                7, used to determine whether there is any payment due upon exercise
                of the
                SAR.

            


    

     

    
      	 	
              2.20

            	
              “Incentive
                Option” or
                “ISO”
                means an Option to purchase Shares granted under Article 6 to an
                Employee
                and that is designated as an Incentive Option and that is intended to
                meet the requirements of Code Section 422, or any successor
                provision.

            


    

     

    
      	 	
              2.21

            	
              “Insider”
                shall mean an individual who is, on the relevant date, an officer
                or
                Director of the Company, or a more than ten percent (10%) Beneficial
                Owner of any class of the Company’s equity securities that is registered
                pursuant to Section 12 of the Exchange Act, as determined by the
                Board in accordance with Section 16 of the Exchange
                Act.

            


    

     

    
      	 	
              2.22

            	
              “Nonemployee
                Director”
                means a Director who is not an
                Employee.

            


    

     

    
      	 	
              2.23

            	
              “Nonemployee
                Director Award” means
                any NQSO, SAR, or Full Value Award granted, whether singly, in
                combination, or in tandem, to a Participant, who is a Nonemployee
                Director
                pursuant to such applicable terms, conditions, and limitations as
                the
                Board or Committee may establish in accordance with this
                Plan.

            


    

     

    
      	 	
              2.24

            	
              “Nonqualified
                Option”
                or
                “NQSO”
                means an Option that is not intended to meet the requirements of Code
                Section 422, or that otherwise does not meet such
                requirements.

            


    

     

    
      	 	
              2.25

            	
              “Option”
                means an Incentive Option or a Nonqualified Option, as described
                in
                Article 6.

            


    

     

    
      	 	
              2.26

            	
              “Option
                Price”
                means the price at which a Share may be purchased by a Participant
                pursuant to an Option.

            


    

     

    
      	 	
              2.27

            	
              “Other
                Share-Based Award” means
                an equity-based or equity-related Award not otherwise described by
                the
                terms of this Plan, granted pursuant to Article
                10.

            


    

     

    
      	 	
              2.28

            	
              “Participant”
                means any eligible individual as set forth in Article 5 to whom an
                Award
                is granted.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              2.29

            	
              “Performance-Based
                Compensation”
                means compensation under an Award that satisfies the requirements
                of
                Section 162(m) of the Code and the applicable Treasury Regulations
                thereunder for certain performance-based compensation paid to Covered
                Employees.

            


    

     

    
      	 	
              2.30

            	
              “Performance
                Measures”
                means (i) those measures described in Section 11.3 hereof on which
                the
                performance goals are based, or (ii) such other measures that have
                been
                approved by the Company’s stockholders as contemplated by Article 11 in
                order to qualify Awards as Performance-Based
                Compensation.

            


    

     

    
      	 	
              2.31

            	
              “Performance
                Period”
                means the period of time during which the performance goals must
                be met in
                order to determine the degree of payout and/or vesting with respect
                to an
                Award.

            


    

     

    
      	 	
              2.32

            	
              “Performance
                Share”
                means an Award granted under Article 9 and subject to the terms of
                this
                Plan, denominated in Shares, the value of which at the time it is
                payable
                is determined as a function of the extent to which corresponding
                performance criteria have been
                achieved.

            


    

     

    
      	 	
              2.33

            	
              “Performance
                Unit”
                means an Award granted under Article 9 and subject to the terms of
                this
                Plan, denominated in units, the value of which at the time it is
                payable
                is determined as a function of the extent to which corresponding
                performance criteria have been
                achieved.

            


    

     

    
      	 	
              2.34

            	
              “Period
                of Restriction”
                means the period when Restricted Shares or Restricted Share Units
                are
                subject to a substantial risk of forfeiture (based on the passage
                of time,
                the achievement of performance goals, or upon the occurrence of other
                events as determined by the Committee, in its discretion), as provided
                in
                Article 8.

            


    

     

    
      	 	
              2.35

            	
              “Person”
                shall
                have the meaning ascribed to such term in Section 3(a)(9) of the
                Exchange
                Act and used in Sections 13(d) and 14(d) thereof, including a “group” as
                defined in Section 13(d) thereof.

            


    

     

    
      	 	
              2.36

            	
              “Plan”
                means this 2007 Incentive Plan, as it may hereinafter be amended
                or
                restated.

            


    

     

    
      	 	
              2.37

            	
              “Plan
                Year” means
                the Company’s fiscal year as may be in effect from time to time. The
                Company’s current fiscal year end is September
                30.

            


    

     

    
      	 	
              2.38

            	
              “Restricted
                Shares”
                means an Award granted to a Participant pursuant to Article
                8.

            


    

     

    
      	 	
              2.39

            	
              “Restricted
                Share Unit”
                means an Award granted to a Participant pursuant to Article 8, except
                no
                Shares are actually awarded to the Participant on the date of
                grant.

            


    

     

    
      	 	
              2.40

            	
              “Share”
                or
                “Shares”
                means the Company’s shares of common stock, par value $.001 per share.
                

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              2.41

            	
              “Share
                Appreciation Right”
                or
                “SAR”
                means an Award, designated as a SAR, pursuant to the terms of Article
                7.
                

            


    

     

    
      	 	
              2.42

            	
              “Subsidiary”
                means any Corporation, partnership, limited liability company or
                other
                entity, whether domestic or foreign, in which the Company has or
                obtains,
                directly or indirectly, a proprietary interest.


            


    

     

    
      	 	
              2.43

            	
              “Tandem
                SAR”
                means an SAR
                that is granted in connection with a related Option pursuant to Article
                7,
                the exercise of which shall require forfeiture of the right to purchase
                a
                Share under the related Option (and when a Share is purchased under
                the
                Option, the Tandem SAR shall similarly be canceled).
                

            


    

     

    
      	 	
              2.44

            	
              “Third-Party
                Service Provider” means
                any consultant, agent, advisor, or independent contractor who renders
                services to the Company, a Subsidiary, or an Affiliate that (a) are
                not in
                connection with the offer and sale of the Company’s securities in a
                capital raising transaction, and (b) do not directly or indirectly
                promote
                or maintain a market for the Company’s
                securities.

            


    

     

    
      	 	
              2.45

            	
              “Treasury
                Regulations”
                means the regulations promulgated under the Code.
                

            


    

     

    
      	 	
              2.46

            	
              “Withholding
                Taxes” means
                any federal, state, local or foreign income taxes, withholding taxes,
                or
                employment taxes required to be withheld by law or
                regulations.

            


    

     

    Article
      3. Administration

     

    3.1 General.
      The
      Committee shall be responsible for administering the Plan, subject to this
      Article 3 and the other provisions of the Plan. The Committee may employ
      attorneys, consultants, accountants, agents, and other individuals, any of
      whom
      may be an Employee, and the Committee, the Company, and its officers and
      Directors shall be entitled to rely upon the advice, opinions, or valuations
      of
      any such individuals. All actions taken and all interpretations and
      determinations made by the Committee shall be final and binding upon the
      Participants, the Company, and all other interested individuals. 

     

    3.2 Authority
      of the Committee.
      The
      Committee shall have full and exclusive discretionary power to interpret the
      terms and the intent of the Plan and any Award Agreement or other agreement
      or
      document ancillary to or in connection with the Plan, to determine eligibility
      for Awards and to adopt such rules, regulations, forms, instruments, and
      guidelines for administering the Plan as the Committee may deem necessary or
      proper. Such authority shall include, but not be limited to, selecting Award
      recipients, establishing all Award terms and conditions, including the terms
      and
      conditions set forth in Award Agreements, and, subject to Article 17, adopting
      modifications and amendments to the Plan or any Award Agreement, including
      without limitation, any that are necessary to comply with the laws of the
      countries and other jurisdictions in which the Company, its Affiliates, and/or
      its Subsidiaries operate.

     

    3.3 Delegation.
      The
      Committee may delegate to one or more of its members or to one or more officers
      of the Company, and/or its Subsidiaries and Affiliates or to one or more agents
      or advisors such administrative duties or powers as it may deem advisable,
      and
      the Committee or any individual to whom it has delegated duties or powers as
      aforesaid may employ one or more individuals to render advice with respect
      to
      any responsibility the Committee or such individual may have under the Plan.
      The
      Committee may, by resolution, authorize one or more officers of the Company
      to
      do one or more of the following on the same basis as can the Committee: (a)
      designate Employees to be recipients of Awards; (b) designate Third-Party
      Service Providers to be recipients of Awards; and (c) determine
      the size of any such Awards; provided, however, (i) the Committee shall not
      delegate such responsibilities to any such officer for Awards granted to an
      Employee that is considered an Insider; (ii) the resolution providing such
      authorization sets forth the total number of Awards such officer(s) may grant;
      and (iii) the officer(s) shall report periodically to the Committee regarding
      the nature and scope of the Awards granted pursuant to the authority delegated.
      Notwithstanding the foregoing, the Committee may not delegate to any officer
      the
      ability to take any action or make any determination regarding issues arising
      out of Code Section 162(m). 

     

    
      
         

      

      
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    Article
      4. Shares Subject to the Plan and Maximum Awards

     

    4.1 Number
      of Shares Available for Awards.
      Subject
      to adjustment as provided in Section 4.4 herein, the maximum number of
      Shares available for issuance to Participants under the Plan (the “Share
      Authorization”) shall
      be
      10,000,000 Shares. 

     

    4.2 Share
      Usage.
      Shares
      covered by an Award shall only be counted as used to the extent they are
      actually issued. Any Shares related to Awards which terminate by expiration,
      forfeiture, cancellation, or otherwise without the issuance of such Shares,
      are
      settled in cash in lieu of Shares, or are exchanged with the Committee’s
      permission, prior to the issuance of Shares, for Awards not involving Shares,
      shall be available again for grant under the Plan. The Shares available for
      issuance under the Plan may be authorized and unissued Shares or treasury
      Shares.

     

    4.3 Annual
      Award Limits.
      Unless
      and until the Committee determines that an Award to a Covered Employee shall
      not
      be designed to qualify as Performance-Based Compensation, the following limits
      (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall
      apply to grants of such Awards under the Plan: 

     

    
      	 	
              (a)

            	
              Options:
                The maximum aggregate number of Shares subject to Options granted
                in any
                one Plan Year to any one Participant shall be 6,000,000
                Shares.

            


    

     

    
      	 	
              (b)

            	
              SARs:
                The maximum number of Shares subject to Share Appreciation Rights
                granted
                in any one Plan Year to any one Participant shall be 1,000,000
                Shares.

            


    

     

    
      	 	
              (c)

            	
              Restricted
                Shares or Restricted Share Units:
                The maximum aggregate grant with respect to Awards of Restricted
                Shares or
                Restricted Share Units in any one Plan Year to any one Participant
                shall
                be 1,000,000 Shares.

            


    

     

    
      	 	
              (d)

            	
              Performance
                Units or Performance Shares:
                The maximum aggregate Award of Performance Units or Performance Shares
                that any one Participant may receive in any one Plan Year shall be
                1,000,000 Shares (if such Award is payable in Shares), or equal to
                the
                value of 1,000,000 Shares. For this purpose, to the extent an Award
                is
                payable in cash or property other than Shares, then such Award shall
                be
                treated as payable in such number of Shares having a value equal
                to the
                value of the cash or property (other than Shares) payable under such
                Award, determined as of the earlier of the date of vesting or
                payout.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              Cash-Based
                Awards:
                The maximum aggregate amount awarded or credited with respect to
                Cash-Based Awards to any one Participant in any one Plan Year may
                not
                exceed $500,000.00. 

            


    

     

    
      	 	
              (f)

            	
              Other
                Share-Based Awards.
                The maximum aggregate grant with respect to Other Share-Based Awards
                pursuant to Section 10.2 in any one Plan Year to any one Participant
                shall
                be 1,000,000 Shares.

            


    

     

    The
      above
      Annual Award Limits are intended to comply with Code Section 162(m) and the
      Treasury Regulations thereunder, and shall be applied and/or construed in such
      a
      way to ensure compliance with Code Section 162(m) and the Treasury Regulations
      thereunder. 

     

    4.4 Adjustments
      in Authorized Shares.
      In
      the
      event of any Corporate event or transaction (including, but not limited to,
      a
      change in the Shares of the Company or the capitalization of the Company) such
      as a merger, consolidation, reorganization, recapitalization, separation, stock
      dividend, stock split, reverse stock split, split-up, spin-off, or other
      distribution of stock or property of the Company, combination of Shares,
      exchange of Shares, dividend-in-kind, or other like change in capital structure
      or distribution (other than normal cash dividends) to stockholders of the
      Company, or any similar Corporate event or transaction, in order to prevent
      dilution or enlargement of Participants’ rights under the Plan, the Committee
      shall substitute or adjust, as applicable, the number and kind of Shares that
      may be issued under the Plan or under particular forms of Awards, the number
      and
      kind of Shares subject to outstanding Awards, the Option Price or Grant Price
      applicable to outstanding Awards, the Annual Award Limits, and other value
      determinations applicable to outstanding Awards.

     

    The
      Committee shall also make appropriate adjustments in the terms of any Awards
      under the Plan to reflect or related to such changes or distributions and to
      modify any other terms of outstanding Awards, including modifications of
      performance goals and changes in the length of Performance Periods. Any actions
      of the Committee with respect to any or all of the foregoing adjustments shall
      be conclusive and binding on Participants under the Plan. 

     

    Subject
      to the provisions of Article 17, without affecting the number of Shares reserved
      or available hereunder, the Committee shall authorize the issuance or assumption
      of benefits under this Plan in connection with any merger, consolidation,
      spin-off, split-off, split-up, acquisition of property or stock, or
      reorganization (collectively, a “Reorganization”) upon such terms and conditions
      as it may deem appropriate, subject to compliance with the ISO rules under
      Section 422 of the Code and the provisions of Section 409A of the Code, where
      applicable. Without limiting the foregoing, in the event of any Reorganization,
      the Committee or the Board may cause any Award outstanding as of the effective
      date of the Reorganization to be cancelled in consideration of a cash payment
      or
      alternate Award made to the holder of such cancelled Award equal in value to the
      fair market value of such cancelled Award; provided,
      however,
      that
      nothing in this Section 4.4 shall permit the repricing, replacing or regranting
      of Options or SARs in violation of Section 17.1 or the provisions of Section
      409A of the Code.  

     

    Article
      5. Eligibility and Participation

     

    5.1 Eligibility.
      Individuals eligible to participate in this Plan include all key Employees,
      Directors, and Third-Party Service Providers.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    5.2 Actual
      Participation.
      Subject
      to the provisions of the Plan, the Committee may, from time to time, select
      from
      all eligible individuals, those individuals to whom Awards shall be granted
      and
      shall determine, in its sole discretion, the nature of, any and all terms
      permissible by law, and the amount of each Award. 

     

    Article
      6. Options

     

    6.1 Grant
      of Options.
      Subject
      to the terms and provisions of the Plan, Options may be granted to Participants
      in such number, and upon such terms, and at any time and from time to time
      as shall be determined by the Committee, in its sole discretion; provided
      that ISOs may be granted only to eligible Employees of the Company or of any
      parent or subsidiary Corporation (as permitted by Section 422 of the Code and
      the Treasury Regulations thereunder).

     

    6.2 Award
      Agreement.
      Each
      Option grant shall be evidenced by an Award Agreement that shall specify the
      Option Price, the maximum duration of the Option, the number of Shares to which
      the Option pertains, the conditions upon which an Option shall become vested
      and
      exercisable, and such other provisions as the Committee shall determine which
      are not inconsistent with the terms of the Plan. The Award Agreement also shall
      specify whether the Option is intended to be an ISO or a NQSO.

     

    6.3 Option
      Price.
      The
      Option Price for each grant of an Option under this Plan shall be as determined
      by the Committee and shall be specified in the Award Agreement. The Option
      Price
      shall be: (i) based on 100% of the FMV of the Shares on the date of grant or
      (ii) set at a premium to the FMV of the Shares on the date of
      grant.

     

    6.4 Duration
      of Options.
      Each
      Option granted to a Participant shall expire at such time as the Committee
      shall
      determine at the time of grant; provided,
      however,
      no
      Option shall be exercisable later than the tenth anniversary date of
      its grant.

     

    6.5 Exercise
      of Options.
      Options
      granted under this Article 6 shall be exercisable at such times and be
      subject to such restrictions and conditions as the Committee shall in each
      instance approve, which terms and restrictions need not be the same for each
      grant or for each Participant.

     

    6.6 Payment.
      Options
      granted under this Article 6 shall be exercised by the delivery of a notice
      of
      exercise to the Company or an agent designated by the Company in a form
      specified or accepted by the Committee, or by complying with any alternative
      procedures which may be authorized by the Committee, setting forth the number
      of
      Shares with respect to which the Option is to be exercised, accompanied by
      full
      payment for the Shares.

     

    A
      condition of the issuance of the Shares as to which an Option shall be exercised
      shall be the payment of the Option Price. The Option Price of any Option shall
      be payable to the Company in full either: (a) in cash or its equivalent; or
      (b) any other method approved or accepted by the Committee in its sole
      discretion, including, without limitation, if the Committee so determines,
      a
      cashless (broker-assisted) exercise.

     

    Subject
      to any governing rules or regulations, as soon as practicable after receipt
      of
      written notification of exercise and full payment (including satisfaction of
      any
      applicable tax withholding), the Company shall deliver to the Participant
      evidence of book entry Shares, or upon the Participant’s request, Share
      certificates in an appropriate amount based upon the number of Shares purchased
      under the Option(s).

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    Unless
      otherwise determined by the Committee, all payments under all of the methods
      indicated above shall be paid in United States dollars.

     

    6.7 Restrictions
      on Share Transferability.
      The
      Committee may impose such restrictions on any Shares acquired pursuant to the
      exercise of an Option granted under this Article 6 as it may deem advisable,
      including, without limitation, minimum holding period requirements, restrictions
      under applicable federal securities laws, under the requirements of any stock
      exchange or market upon which such Shares are then listed and/or traded, or
      under any blue sky or state securities laws applicable to such
      Shares.

     

    6.8 Termination
      of Employment. Each
      Participant’s Award Agreement shall set forth the extent to which the
      Participant shall have the right to exercise the Option following termination
      of
      the Participant’s employment or provision of services to the Company, its
      Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall
      be determined in the sole discretion of the Committee, shall be included in
      the
      Award Agreement entered into with each Participant, need not be uniform among
      all Options issued pursuant to this Article 6, and may reflect distinctions
      based on the reasons for termination.

     

    6.9 Transferability
      of Options.
      

     

    
      	 	
              (a)

            	
              Incentive
                Options.
                No ISO granted under the Plan may be sold, transferred, pledged,
                assigned,
                or otherwise alienated or hypothecated, other than by will or by
                the laws
                of descent, intestate succession and distribution. Further, all ISOs
                granted to a Participant under this Article 6 shall be exercisable
                during
                his lifetime only by such
                Participant.

            


    

     

    
      	 	
              (b)

            	
              Nonqualified
                Options.
                Except as otherwise provided in a Participant’s Award Agreement or
                otherwise determined at any time by the Committee, no NQSO granted
                under
                this Article 6 may be sold, transferred, pledged, assigned, or
                otherwise alienated or hypothecated, other than by will or by the
                laws of
                descent, intestate succession and distribution; provided that the
                Board or
                Committee may permit further transferability, on a general or a specific
                basis, and may impose conditions and limitations on any permitted
                transferability. Further, except as otherwise provided in a Participant’s
                Award Agreement or otherwise determined at any time by the Committee,
                or
                unless the Board or Committee decides to permit further transferability,
                all NQSOs granted to a Participant under this Article 6 shall be
                exercisable during his lifetime only by such Participant. With respect
                to
                those NQSOs, if any, that are permitted to be transferred to another
                individual, references in the Plan to exercise or payment of the
                Option
                Price by the Participant shall be deemed to include, as determined
                by the
                Committee, the Participant’s permitted
                transferee.

            


    

     

    6.10 Notification
      of Disqualifying Disposition.
      If any
      Participant shall make any disposition of Shares issued pursuant to the exercise
      of an ISO under the circumstances described in Section 421(b) of the Code
      (relating to certain disqualifying dispositions), such Participant shall notify
      the Company of such disposition within ten days thereof.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    6.11 Special
      ISO Rules for 10% Stockholders.
      If any
      Participant to whom an ISO is to be granted is, on the date of grant, the owner
      of Shares (determined using applicable attribution rules) possessing more than
      10% of the total combined voting power of all classes of equity securities
      of
      the Company (or of its parent or subsidiary), then the following special
      provisions will apply to the ISO granted to that Participant: 

     

    
      	
            	(a)	
              The
                Option Price per Share of the ISO will not be less than 110% of the
                Fair
                Market Value of the Shares underlying such ISO on the date of grant;
                and

            


    

     

    
      	
            	(b)	
              The
                ISO will not have a term in excess of five years from the date of
                grant.

            


    

     

    6.12 Buyout
      Provisions. The
      Committee may at any time offer to purchase or redeem, for a payment in cash
      or
      Shares, an Option previously granted, based on such terms and conditions as
      the
      Committee shall establish and communicate to the Participants at the time that
      such offer is made. 

     

    Article
      7. Share Appreciation Rights

     

    7.1 Grant
      of SARs.
      Subject
      to the terms and conditions of the Plan, SARs may be granted to Participants
      at
      any time and from time to time as shall be determined by the Committee. The
      Committee may grant Freestanding SARs, Tandem SARs, or any combination of these
      forms of SARs.

     

    Subject
      to the terms and conditions of the Plan, the Committee shall have complete
      discretion in determining the number of SARs granted to each Participant and,
      consistent with the provisions of the Plan, in determining the terms and
      conditions pertaining to such SARs. 

     

    The
      Grant
      Price for each grant of a Freestanding SAR shall be determined by the Committee
      and shall be specified in the Award Agreement. The Grant Price shall be: (i)
      based on 100% of the FMV of the Shares on the date of grant or (ii) set at
      a
      premium to the FMV of the Shares on the date of grant.

     

    7.2 SAR
      Agreement.
      Each
      SAR Award shall be evidenced by an Award Agreement that shall specify the Grant
      Price, the term of the SAR, and such other provisions as the Committee shall
      determine.

     

    7.3 Term
      of SAR.
      The
      term of an SAR granted under the Plan shall be determined by the Committee,
      in
      its sole discretion, and except as determined otherwise by the Committee and
      specified in the SAR Award Agreement, no SAR shall be exercisable later than
      the
      tenth anniversary date of its grant.

     

    7.4 Exercise
      of Freestanding SARs.
      Freestanding SARs may be exercised upon whatever terms and conditions the
      Committee, in its sole discretion, imposes.

     

    7.5. Exercise
      of Tandem SARs.
      Tandem
      SARs may be exercised for all or part of the Shares subject to the related
      Option upon the surrender of the right to exercise the equivalent portion of
      the
      related Option. A Tandem SAR may be exercised only with respect to the Shares
      for which its related Option is then exercisable.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Notwithstanding
      any other provision of this Plan to the contrary, with respect to a Tandem
      SAR
      granted in connection with an ISO: (a) the Tandem SAR will expire no later
      than
      the expiration of the underlying ISO; (b) the exercise of the Tandem SAR may
      not
      have economic and tax consequences more favorable than the exercise of the
      ISO
      followed by an immediate sale of the underlying Shares, and the value of the
      payout with respect to the Tandem SAR may be for no more than  100% of the
      excess of the Fair Market Value of the Shares subject to the underlying ISO
      at
      the time the Tandem SAR is exercised over the Option Price of the underlying
      ISO; (c) the Tandem SAR may be exercised only when the Fair Market Value of
      the
      Shares subject to the ISO exceeds the Option Price of the ISO; (d) the Tandem
      SAR may be exercised only when the underlying ISO is eligible to be exercised;
      and (e) the Tandem SAR is transferable only when the underlying ISO is
      transferable, and under the same conditions. 

     

    7.6 Payment
      of SAR Amount.
      SARs
      granted under this Plan shall be payable only in Shares. Upon the exercise
      of an
      SAR, a Participant shall be entitled to receive from the Company such number
      of
      Shares determined by multiplying:

     

    
      	 	
              (a)

            	
              The
                excess of the Fair Market Value of a Share on the date of exercise
                over
                the Grant Price; by

            


    

     

    
      	 	
              (b)

            	
              The
                number of Shares with respect to which the SAR is
                exercised.

            


    

     

    Such
      product shall then be divided by the Fair Market Value of a Share on the date
      of
      exercise. The resulting number (rounded down to the next whole number) is the
      number of Shares to be issued to the Participant upon exercise of an SAR.


     

    7.7 Termination
      of Employment.
      Each
      Award Agreement shall set forth the extent to which the Participant shall have
      the right to exercise the SAR following termination of the Participant’s
      employment with or provision of services to the Company, its Affiliates, and/or
      its Subsidiaries, as the case may be. Such provisions shall be determined in
      the
      sole discretion of the Committee, shall be included in the Award Agreement
      entered into with Participants, need not be uniform among all SARs issued
      pursuant to the Plan, and may reflect distinctions based on the reasons for
      termination.

     

    7.8 Nontransferability
      of SARs.
      Except
      as otherwise provided in a Participant’s Award Agreement or otherwise determined
      at any time by the Committee, no SAR granted under the Plan may be sold,
      transferred, pledged, assigned, or otherwise alienated or hypothecated, other
      than by will or by the laws of descent, intestate succession and distribution.
      Further, except as otherwise provided in a Participant’s Award Agreement or
      otherwise determined at any time by the Committee, all SARs granted to a
      Participant under the Plan shall be exercisable during his lifetime only by
      such
      Participant. With respect to those SARs, if any, that are permitted to be
      transferred to another individual, references in the Plan to exercise of the
      SAR
      by the Participant or payment of any amount to the Participant shall be deemed
      to include, as determined by the Committee, the Participant’s permitted
      transferee.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    7.9 Other
      Restrictions.
      The
      Committee shall impose such other conditions and/or restrictions on any Shares
      received upon exercise of a SAR granted pursuant to the Plan as it may deem
      advisable or desirable. These restrictions may include, but shall not be limited
      to, a requirement that the Participant hold the Shares received upon exercise
      of
      a SAR for a specified period of time.

     

    Article
      8. Restricted Shares and Restricted Share Units

     

    8.1 Grant
      of Restricted Shares or Restricted Share Units.
      Subject
      to the terms and provisions of the Plan, the Committee, at any time and from
      time to time, may grant Restricted Shares and/or Restricted Share Units to
      Participants in such amounts as the Committee shall determine. Restricted Share
      Units shall be similar to Restricted Shares except that no Shares are actually
      awarded to the Participant on the date of grant. 

     

    8.2 Restricted
      Shares or Restricted Share Unit Agreement.
      Each
      Restricted Share and/or Restricted Share Unit grant shall be evidenced by an
      Award Agreement that shall specify the Period(s) of Restriction, the number
      of
      Restricted Shares or the number of Restricted Share Units granted, and such
      other provisions as the Committee shall determine. Notwithstanding anything
      in
      this Article 8 to the contrary, delivery of Shares pursuant to an Award of
      Restricted Share Units (or an Award of Restricted Shares) shall be made no
      later
      than 2-1/2 months after the close of the Company’s first taxable year in which
      such Shares are no longer subject to a substantial risk of forfeiture (within
      the meaning of Section 409A of the Code). 

     

    8.3 Transferability.
      Except
      as provided in this Plan or an Award Agreement, the Restricted Shares and/or
      Restricted Share Units granted herein may not be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated until the end of the applicable
      Period of Restriction established by the Committee and specified in the Award
      Agreement (and in the case of Restricted Share Units until the date of delivery
      or other payment), or upon earlier satisfaction of any other conditions, as
      specified by the Committee, in its sole discretion, and set forth in the Award
      Agreement or otherwise at any time by the Committee. All rights with respect
      to
      the Restricted Shares and/or Restricted Share Units granted to a Participant
      under the Plan shall be available during his lifetime only to such Participant,
      except as otherwise provided in an Award Agreement or at any time by the
      Committee. 

     

    8.4 Other
      Restrictions.
      The
      Committee shall impose such other conditions and/or restrictions on any
      Restricted Shares or Restricted Share Units granted pursuant to the Plan as
      it
      may deem advisable including, without limitation, a requirement that
      Participants pay a stipulated purchase price for each Restricted Share or each
      Restricted Share Unit, restrictions based upon the achievement of specific
      performance goals, time-based restrictions on vesting following the attainment
      of the performance goals, time-based restrictions, and/or restrictions under
      applicable laws or under the requirements of any stock exchange or market upon
      which such Shares are listed or traded, or holding requirements or sale
      restrictions placed on the Shares by the Company upon vesting of such Restricted
      Share or Restricted Share Units.

     

    To
      the
      extent deemed appropriate by the Committee, the Company may retain the
      certificates representing Restricted Shares in the Company’s possession until
      such time as all conditions and/or restrictions applicable to such Shares have
      been satisfied or lapse. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Except
      as
      otherwise provided in this Article 8, Restricted Shares covered by each
      Restricted Share Award shall become freely transferable by the Participant
      after
      all conditions and restrictions applicable to such Shares have been satisfied
      or
      lapse (including satisfaction of any applicable tax withholding obligations),
      and Restricted Share Units shall be paid in cash, Shares, or a combination
      of
      cash and Shares as the Committee, in its sole discretion shall determine.


     

    8.5 Certificate
      Legend.
      In
      addition to any legends placed on certificates pursuant to Section 8.4,
      each certificate representing Restricted Shares granted pursuant to the Plan
      may
      bear a legend such as the following or as otherwise determined by the Committee
      in its sole discretion:

     

    “The
      sale
      or transfer of Shares of stock represented by this certificate, whether
      voluntary, involuntary, or by operation of law, is subject to certain
      restrictions on transfer as set forth in the Venture Beverage Company 2007
      Incentive Plan, and in the associated Award Agreement. A copy of the Plan and
      such Award Agreement may be obtained from Venture Beverage Company”


     

    8.6 Voting
      Rights.
      Unless
      otherwise determined by the Committee and set forth in a Participant’s Award
      Agreement, to the extent permitted or required by law, as determined by the
      Committee, Participants holding Restricted Shares granted hereunder may be
      granted the right to exercise full voting rights with respect to those Shares
      during the Period of Restriction. A Participant shall have no voting rights
      with
      respect to any Restricted Share Units granted hereunder.

     

    8.7 Termination
      of Employment.
      Each
      Award Agreement shall set forth the extent to which the Participant shall have
      the right to retain Restricted Shares and/or Restricted Share Units following
      termination of the Participant’s employment with or provision of services to the
      Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
      provisions shall be determined in the sole discretion of the Committee, shall
      be
      included in the Award Agreement entered into with each Participant, need not
      be
      uniform among all Restricted Shares or Restricted Share Units issued pursuant
      to
      the Plan, and may reflect distinctions based on the reasons for
      termination.

     

    8.8 Section
      83(b) Election.
      The
      Committee may provide in an Award Agreement that the Award of Restricted Shares
      is conditioned upon the Participant making or refraining from making an election
      with respect to the Award under Section 83(b) of the Code. If a Participant
      makes an election pursuant to Section 83(b) of the Code concerning a Restricted
      Share Award, the Participant shall be required to file promptly a copy of such
      election with the Company. 

     

    Article
      9. Performance Units/Performance Shares

     

    9.1 Grant
      of Performance Units/Performance Shares.
      Subject
      to the terms and provisions of the Plan, the Committee, at any time and
      from time to time, may grant Performance Units and/or Performance Shares to
      Participants in such amounts and upon such terms as the Committee shall
      determine.

     

    9.2 Value
      of Performance Units/Performance Shares.
      Each
      Performance Unit shall have an initial value that is established by the
      Committee at the time of grant. Each Performance Share shall have an initial
      value equal to the Fair Market Value of a Share on the date of grant. The
      Committee shall set performance goals in its discretion which, depending on
      the
      extent to which they are met, will determine the value and/or number of
      Performance Units/Performance Shares that will be paid out to the Participant.
      

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    9.3 Earning
      of Performance Units/Performance Shares.
      Subject
      to the terms of this Plan, after the applicable Performance Period has
      ended, the holder of Performance Units/Performance Shares shall be entitled
      to
      receive payout of the value and number of Performance Units/Performance Shares
      earned by the Participant over the Performance Period, to be determined as
      a
      function of the extent to which the corresponding performance goals have
      been achieved. 

     

    9.4 Form
      and Timing of Payment of Performance Units/Performance
      Shares.
      Payment
      of earned Performance Units/Performance Shares shall be as determined by the
      Committee and as evidenced in the Award Agreement. Subject
      to the terms of the Plan, the Committee, in its sole discretion, may
      pay earned Performance Units/Performance Shares in the form of cash or in
      Shares (or in a combination thereof) equal to the value of the earned
      Performance Units/Performance Shares at the close of the applicable Performance
      Period, or as soon as practicable after the end of the Performance Period.
      Any
      Shares may be granted subject to any restrictions deemed appropriate by the
      Committee. The determination of the Committee with respect to the form of payout
      of such Awards shall be set forth in the Award Agreement pertaining to the
      grant
      of the Award. Notwithstanding anything in this Article 9 to the contrary,
      delivery of Shares, cash or other property pursuant to an Award of Performance
      Units/Performance Shares shall be made no later than 2-1/2 months after the
      close of the Company’s first taxable year in which delivery of such Shares, cash
      or other property is no longer subject to a substantial risk of forfeiture
      (within the meaning of Section 409A of the Code). 

     

    9.5 Termination
      of Employment.
      Each
      Award Agreement shall set forth the extent to which the Participant shall have
      the right to retain Performance Units and/or Performance Shares following
      termination of the Participant’s employment with or provision of services to the
      Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
      provisions shall be determined in the sole discretion of the Committee, shall
      be
      included in the Award Agreement entered into with each Participant, need not
      be
      uniform among all Awards of Performance Units or Performance Shares issued
      pursuant to the Plan, and may reflect distinctions based on the reasons for
      termination.

     

    9.6 Nontransferability.
      Except
      as otherwise provided in a Participant’s Award Agreement or otherwise determined
      at any time by the Committee, Performance Units/Performance Shares may not
      be
      sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
      other than by will or by the laws of descent, intestate succession and
      distribution. Further, except as otherwise provided in a Participant’s Award
      Agreement or otherwise determined at any time by the Committee, a Participant’s
      rights under the Plan shall be exercisable during his lifetime only by such
      Participant.

     

    Article
      10. Cash-Based Awards and Other Share-Based Awards

     

    10.1 Grant
      of Cash-Based Awards.
      Subject
      to the terms and provisions of the Plan, the Committee, at any time and
      from time to time, may grant Cash-Based Awards to Participants in such amounts
      and upon such terms, including the achievement of specific performance goals,
      as
      the Committee may determine.

     

    10.2 Other
      Share-Based Awards.
      The
      Committee may grant other types of equity-based or equity-related Awards not
      otherwise described by the terms of this Plan (including the grant or offer
      for
      sale of unrestricted Shares) in such amounts and subject to such terms and
      conditions, as the Committee shall determine. Such Awards may involve the
      transfer of actual Shares to Participants, or payment in cash or otherwise
      of
      amounts based on the value of Shares and may include, without limitation, Awards
      designed to comply with or take advantage of the applicable local laws of
      jurisdictions other than the United States.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    10.3 Value
      of Cash-Based and Other Share-Based Awards.
      Each
      Cash-Based Award shall specify a payment amount or payment range as determined
      by the Committee. Each Other Share-Based Award shall be expressed in terms
      of
      Shares or units based on Shares, as determined by the Committee. The Committee
      may establish performance goals in its discretion. If the Committee exercises
      its discretion to establish performance goals, the number and/or value of
      Cash-Based Awards or Other Share-Based Awards that will be paid out to the
      Participant will depend on the extent to which the performance goals are
      met.

     

    10.4 Payment
      of Cash-Based Awards and Other Share-Based Awards.
      Payment, if any, with respect to a Cash-Based Award or an Other Share-Based
      Award shall be made in accordance with the terms of the Award, in cash or Shares
      as the Committee determines. Notwithstanding anything in this Article 10 to
      the
      contrary, delivery of Shares, cash or other property pursuant to a Cash-Based
      Award or Other Share-Based Award shall be made no later than 2-1/2 months after
      the close of the Company’s first taxable year in which delivery of such Shares,
      cash or other property is no longer subject to a substantial risk of forfeiture
      (within the meaning of Section 409A of the Code). 

     

    10.5 Termination
      of Employment.
      The
      Committee shall determine the extent to which the Participant shall have the
      right to receive Cash-Based Awards or Other Share-Based Awards following
      termination of the Participant’s employment with or provision of services to the
      Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
      provisions shall be determined in the sole discretion of the Committee, such
      provisions may be included in an Award Agreement entered into with each
      Participant, but need not be uniform among all Awards of Cash-Based Awards
      or
      Other Share-Based Awards issued pursuant to the Plan, and may reflect
      distinctions based on the reasons for termination.

     

    10.6 Nontransferability.
      Except
      as otherwise determined by the Committee, neither Cash-Based Awards nor Other
      Share-Based Awards may be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent,
      intestate succession and distribution. Further, except as otherwise provided
      by
      the Committee, a Participant’s rights under the Plan, if exercisable, shall be
      exercisable during his lifetime only by such Participant. With respect to those
      Cash-Based Awards or Other Share-Based Awards, if any, that are permitted to
      be
      transferred to another individual, references in the Plan to exercise or payment
      of such Awards by or to the Participant shall be deemed to include, as
      determined by the Committee, the Participant’s permitted
      transferee.

     

    Article
      11. Performance Measures

     

    11.1. General. (a) Certain
      Awards granted under the Plan may be granted in a manner such that the Awards
      qualify as Performance-Based Compensation and thus are exempt from the deduction
      limitation imposed by Section 162(m) of the Code. Awards shall only qualify
      as
      Performance-Based Compensation if, among other things, at the time of grant
      the
      Committee is comprised solely of two or more “outside directors” (as such term
      is used in Section 162(m) of the Code and the Treasury Regulations
      thereunder).

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (b) Awards
      intended to qualify as Performance-Based Compensation may be granted to
      Participants who are or may be Covered Employees at any time and from time
      to
      time, as shall be determined by the Committee. The Committee shall have complete
      discretion in determining the number, amount and timing of awards granted to
      each Covered Employee. 

     

    (c) The
      Committee shall set performance goals at its discretion which, depending on
      the
      extent to which they are met, will determine the number and/or value of Awards
      intended to qualify as Performance-Based Compensation that will be paid out
      to
      the Covered Employees, and may attach to such Performance-Based Compensation
      one
      or more restrictions. 

     

    11.2. Other
      Awards.
      Either
      the granting or vesting of Awards intended to qualify as Performance-Based
      Compensation (other than Options and SARs) granted under the Plan shall be
      subject to the achievement of a performance target or targets, as determined
      by
      the Committee in its sole discretion, based on one or more of the performance
      measures specified in Section 11.3 below. With respect to such Performance-Based
      Compensation: 

     

    (a) the
      Committee shall establish in writing (x) the objective performance-based goals
      applicable to a given period and (y) the individual Covered Employees or class
      of Covered Employees to which such performance-based goals apply no later than
      90 days after the commencement of such period (but in no event after
      25 percent of such period has elapsed);

     

    (b) no
      Performance-Based Compensation shall be payable to or vest with respect to,
      as
      the case may be, any Covered Employee for a given period until the Committee
      certifies in writing that the objective performance goals (and any other
      material terms) applicable to such period have been satisfied; and

     

    (c) after
      the
      establishment of a performance goal, the Committee shall not revise such
      performance goal or increase the amount of compensation payable thereunder
      (as
      determined in accordance with Section 162(m) of the Code) upon the attainment
      of
      such performance goal.

     

    11.3 Evaluation
      of Performance.
      The
      Committee may provide in any such Award that any evaluation of performance
      may
      include or exclude any of the following events that occurs during a Performance
      Period: (a) asset write-downs, (b) litigation or claim judgments or settlements,
      (c) the effect of changes in tax laws, accounting principles, or other laws
      or
      provisions affecting reported results, (d) any reorganization and restructuring
      programs, (e) extraordinary nonrecurring items as described in Accounting
      Principles Board Opinion No. 30 and/or in management’s discussion and analysis
      of financial condition and results of operations appearing in the Company’s
      annual report to stockholders for the applicable year, (f) acquisitions or
      divestitures, and (g) foreign exchange gains and losses. To the extent such
      inclusions or exclusions affect Awards to Covered Employees, they shall be
      prescribed in a form that meets the requirements of Code Section 162(m) for
      deductibility.

     

    11.4 Adjustment
      of Performance-Based Compensation.
      Awards
      intended to qualify as Performance-Based Compensation may not be adjusted
      upward. The Committee shall retain the discretion to adjust such Awards
      downward, either on a formula or discretionary basis or any combination, as
      the
      Committee determines.

     

    
      
         

      

      
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    11.5 Committee
      Discretion.
      In the
      event that applicable tax and/or securities laws change to permit Committee
      discretion to alter the governing Performance Measures without obtaining
      stockholder approval of such changes, the Committee shall have sole discretion
      to make such changes without obtaining stockholder approval. In addition, in
      the
      event that the Committee determines that it is advisable to grant Awards that
      shall not qualify as Performance-Based Compensation, the Committee may make
      such
      grants without satisfying the requirements of Code Section 162(m) and base
      vesting on Performance Measures other than those set forth in
      Section 11.1.

     

    Article
      12. Nonemployee Director Awards

     

    All
      Awards to Nonemployee Directors shall be determined by the Board. The terms
      and
      conditions of any grant to any such Nonemployee Director shall be set forth
      in
      an Award Agreement. 

     

    Article
      13. Dividend Equivalents

     

    Any
      Participant selected by the Committee may be granted dividend equivalents based
      on the dividends declared on Shares that are subject to any Award, to be
      credited as of dividend payment dates, during the period between the date the
      Award is granted and the date the Award is exercised, vests or expires, as
      determined by the Committee. Such dividend equivalents shall be converted to
      cash or additional Shares by such formula and at such time and subject to such
      limitations as may be determined by the Committee (but subject to the provisions
      of Section 409A of the Code, if applicable).

     

    Article
      14. Beneficiary Designation

     

    Each
      Participant under the Plan may, from time to time, name any beneficiary or
      beneficiaries (who may be named contingently or successively) to whom any
      benefit under the Plan is to be paid in case of his death before he receives
      any
      or all of such benefit. Each such designation shall revoke all prior
      designations by the same Participant, shall be in a form prescribed by the
      Committee, and will be effective only when filed by the Participant in writing
      with the Company during the Participant’s lifetime. In the absence of any such
      designation, benefits remaining unpaid at the Participant’s death shall be paid
      to the Participant’s estate. 

     

    Article
      15. Rights of Participants

     

    15.1 Employment.
      Nothing
      in the Plan or an Award Agreement shall interfere with or limit in any way
      the
      right of the Company, its Affiliates, and/or its Subsidiaries, to terminate
      any
      Participant’s employment or service on the Board or to the Company at
      any
      time or for any reason not prohibited by law, nor confer upon any Participant
      any right to continue his employment or service as a Director or Third-Party
      Service Provider for
      any
      specified period of time. 

     

    Neither
      an Award nor any benefits arising under this Plan shall constitute an employment
      contract with the Company, its Affiliates, and/or its Subsidiaries and,
      accordingly, subject to Articles
      3 and 17,
      this
      Plan and the benefits hereunder may be terminated at any time in the sole and
      exclusive discretion of the Committee without giving rise to any liability
      on
      the part of the Company, its Affiliates, and/or its Subsidiaries. 

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    15.2 Participation.
      No
      individual shall have the right to be selected to receive an Award under this
      Plan, or, having been so selected, to be selected to receive a future
      Award.

     

    15.3 Rights
      as a Stockholder.
      Except
      as otherwise provided herein, a Participant shall have none of the rights of
      a
      stockholder with respect to Shares covered by any Award until the Participant
      becomes the record holder of such Shares.

     

    Article
      16. Change of Control

     

    In
      addition to the terms and conditions of this Plan, one or more Awards may be
      subject to the terms and conditions set forth in a written agreement between
      the
      Company and a Participant providing for different terms or provisions with
      respect to such Awards upon a “Change of Control” of the Company (as that term
      may be defined in such written agreement), including but not limited to
      acceleration of benefits, lapsing of restrictions, vesting of benefits and
      such
      other terms, conditions or provisions as may be contained in such written
      agreement; provided,
      however,
      that
      such written agreement may not increase the maximum amount of such Awards.
      

     

    Article
      17. Amendment, Modification, Suspension, and Termination

     

    17.1 Amendment,
      Modification, Suspension, and Termination.
      Subject
      to Section 17.3, the Committee may, at any time and from time to time,
      alter, amend, modify, suspend, or terminate the Plan and any Award Agreement
      in whole or in part; provided,
      however,
      that,
      without the prior approval of the Company’s stockholders and except as provided
      in Section 4.4, Options or SARs issued under the Plan will not be repriced,
      replaced, or regranted through cancellation, or by lowering the Option Price
      of
      a previously granted Option or the Grant Price of a previously granted SAR.
      Further, no amendment of the Plan shall be made without stockholder approval
      if
      stockholder approval is required by law, regulation, or stock exchange
      rule.

     

    17.2 Adjustment
      of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
      Events.
      The
      Committee shall make adjustments in the terms and conditions of, and the
      criteria included in, Awards in recognition of unusual or nonrecurring events
      (including, without limitation, the events described in Section 4.4 hereof)
      affecting the Company or the financial statements of the Company or of changes
      in applicable laws, regulations, or accounting principles, in order to prevent
      unintended dilution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan. Any
      actions of the Committee with respect to the foregoing adjustments shall be
      conclusive and binding on Participants under the Plan. 

     

    17.3 Awards
      Previously Granted.
      Notwithstanding any other provision of the Plan to the contrary, and except
      to
      the extent necessary to avoid the imposition of additional tax and/or interest
      under Section 409A of the Code with respect to Awards that are treated as
      nonqualified deferred compensation, no termination, amendment, suspension,
      or
      modification of the Plan or an Award Agreement shall adversely affect
      in any material way any Award previously granted under the Plan, without
      the written consent of the Participant holding such Award. 

     

    Article
      18. Withholding

     

    The
      Company shall have the right to withhold from a Participant (or a permitted
      assignee thereof), or otherwise require such Participant or assignee to pay,
      any
      Withholding Taxes arising as a result of the grant of any Award, exercise of
      an
      Option or SAR, lapse of restrictions with respect to Restricted Shares or
      Restricted Share Units, or any other taxable event occurring pursuant to this
      Plan or any Award Agreement. If the Participant (or a permitted assignee
      thereof) shall fail to make such tax payments as are required, the Company
      (or
      its Affiliates or Subsidiaries) shall, to the extent permitted by law, have
      the
      right to deduct any such Withholding Taxes from any payment of any kind
      otherwise due to such Participant or to take such other action as may be
      necessary to satisfy such Withholding Taxes. In satisfaction of the requirement
      to pay Withholding Taxes, the Participant (or permitted assignee) may make
      a
      written election, which may be accepted or rejected in the discretion of the
      Committee, (i) to have withheld a portion of any Shares or other payments then
      issuable to the Participant (or permitted assignee) pursuant to any Award,
      or
      (ii) to tender other Shares to the Company (either by actual delivery or
      attestation, in the sole discretion of the Committee, provided that,
      except
      as otherwise determined by the Committee, the Shares that are tendered must
      have
      been held by the Participant for at least six months prior to their tender
      or
      have been purchased on the open market), in either case having an aggregate
      Fair
      Market Value equal to the Withholding Taxes. 

     

    
      
         

      

      
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    Article
      19. Successors

     

    All
      obligations of the Company under the Plan with respect to Awards granted
      hereunder shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company.

     

    Article
      20. General Provisions

     

    20.1 Forfeiture
      Events.

     

    
      	 	
              (a)

            	
              The
                Committee may specify in an Award Agreement that the Participant’s rights,
                payments, and benefits with respect to an Award shall be subject
                to
                reduction, cancellation, forfeiture, or recoupment upon the occurrence
                of
                certain specified events, in addition to any otherwise applicable
                vesting
                or performance conditions of an Award. Such events may include, but
                shall
                not be limited to, termination of employment for cause, termination
                of the
                Participant’s provision of services to the Company, Affiliate, and/or
                Subsidiary, violation of material Company, Affiliate, and/or Subsidiary
                policies, breach of noncompetition, confidentiality, or other restrictive
                covenants that may apply to the Participant, or other conduct by
                the
                Participant that is detrimental to the business or reputation of
                the
                Company, its Affiliates, and/or its Subsidiaries.
                

            


    

     

    
      	 	
              (b)

            	
              If
                the Company is required to prepare an accounting restatement due
                to the
                material noncompliance of the Company, as a result of misconduct,
                with any
                financial reporting requirement under the securities laws, if the
                Participant knowingly or grossly negligently engaged in the misconduct,
                or
                knowingly or grossly negligently failed to prevent the misconduct,
                or if
                the Participant is one of the individuals subject to automatic forfeiture
                under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant
                shall
                reimburse the Company the amount of any payment in settlement of
                an Award
                earned or accrued during the twelve-month period following the first
                public issuance or filing with the United States Securities and Exchange
                Commission (whichever just occurred) of the financial document embodying
                such financial reporting
                requirement.

            


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    20.2 Legend.
      The
      certificates for Shares may include any legend which the Committee deems
      appropriate to reflect any restrictions on transfer of such Shares.

     

    20.3 Gender
      and Number.
      Except
      where otherwise indicated by the context, any masculine term used herein also
      shall include the feminine, the plural shall include the singular, and the
      singular shall include the plural.

     

    20.4 Severability. In
      the
      event any provision of the Plan shall be held illegal or invalid for any reason,
      the illegality or invalidity shall not affect the remaining parts of the Plan,
      and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.

     

    20.5 Requirements
      of Law. The
      granting of Awards and the issuance of Shares under the Plan shall be subject
      to
      all applicable laws, rules, and regulations, and to such approvals by any
      governmental agencies or national securities exchanges as may be required.
      

     

    20.6 Delivery
      of Title. The
      Company shall have no obligation to issue or deliver evidence of title for
      Shares issued under the Plan prior to:

     

    
      	 	
              (a)

            	
              Obtaining
                any approvals from governmental agencies that the Company determines
                are
                necessary or advisable; and

            


    

     

    
      	 	
              (b)

            	
              Completion
                of any registration or other qualification of the Shares under any
                applicable national or foreign law or ruling of any governmental
                body that
                the Company determines to be necessary or
                advisable.

            


    

     

    20.7 Inability
      to Obtain Authority. The
      inability of the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company’s counsel to be necessary
      to the lawful issuance and sale of any Shares hereunder, shall relieve the
      Company of any liability in respect of the failure to issue or sell such Shares
      as to which such requisite authority shall not have been obtained.

     

    20.8 Investment
      Representations. The
      Committee may require any individual receiving Shares pursuant to an Award
      under
      this Plan to represent and warrant in writing that the individual is acquiring
      the Shares for investment and without any present intention to sell or
      distribute such Shares.

     

    20.9 Employees
      Based Outside of the United States.
      Notwithstanding any provision of the Plan to the contrary, in order to comply
      with the laws in other countries in which the Company, its Affiliates, and/or
      its Subsidiaries operate or have Employees, Directors, or
      Third-Party Service Providers, the
      Committee, in its sole discretion, shall have the power and authority
      to:

     

    
      	 	
              (a)

            	
              Determine
                which Affiliates and Subsidiaries shall be covered by the
                Plan;

            


    

     

    
      	 	
              (b)

            	
              Determine
                which Employees, Directors, or Third-Party Service Providers outside
                the
                United States are eligible to participate in the
                Plan;

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              Modify
                the terms and conditions of any Award granted to Employees, Directors,
                or
                Third-Party Service Providers outside the United States to comply
                with
                applicable foreign laws;

            


    

     

    
      	 	
              (d)

            	
              Establish
                subplans and modify exercise procedures and other terms and procedures,
                to
                the extent such actions may be necessary or advisable. Any
                

            


    

     

    subplans
      and modifications to Plan terms and procedures established under this Section
      20.9 by the Committee shall be attached to this Plan document as appendices;
      and

     

    
      	 	
              (e)

            	
              Take
                any action, before or after an Award is made, that it deems advisable
                to
                obtain approval or comply with any necessary local government regulatory
                exemptions or approvals.

            


    

     

    Notwithstanding
      the above, the Committee may not take any actions hereunder, and no Awards
      shall
      be granted, that would violate applicable law.

     

    20.10 Uncertificated
      Shares.
      To the
      extent that the Plan provides for issuance of certificates to reflect the
      transfer of Shares, the transfer of such Shares may be effected on an
      uncertificated basis, to the extent not prohibited by applicable law or the
      rules of any stock exchange.

     

    20.11 Unfunded
      Plan. Participants
      shall have no right, title, or interest whatsoever in or to any investments
      that
      the Company, its Subsidiaries, and/or its Affiliates may make to aid it in
      meeting its obligations under the Plan. Nothing contained in the Plan, and
      no
      action taken pursuant to its provisions, shall create or be construed to create
      a trust of any kind, or a fiduciary relationship between the Company and any
      Participant, beneficiary, legal representative, or any other individual. To
      the
      extent that any individual acquires a right to receive payments from the
      Company, its Subsidiaries, and/or its Affiliates under the Plan, such right
      shall be no greater than the right of an unsecured general creditor of the
      Company, a Subsidiary, or an Affiliate, as the case may be. All payments to
      be
      made hereunder shall be paid from the general funds of the Company, a
      Subsidiary, or an Affiliate, as the case may be and no special or separate
      fund
      shall be established and no segregation of assets shall be made to assure
      payment of such amounts except as expressly set forth in the Plan.

     

    20.12 No
      Fractional Shares.
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award. The Committee shall determine whether cash, Awards, or other property
      shall be issued or paid in lieu of fractional Shares or whether such fractional
      Shares or any rights thereto shall be forfeited or otherwise
      eliminated.

     

    20.13 Retirement
      and Welfare Plans.
      Neither
      Awards made under the Plan nor Shares or cash paid pursuant to such Awards
      may
      be included as “compensation” for purposes of computing the benefits payable to
      any Participant under the Company’s or any Subsidiary’s or Affiliate’s
      retirement plans (both qualified and non-qualified) or welfare benefit plans
      unless such other plan expressly provides that such compensation shall be taken
      into account in computing a Participant’s benefit. 

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    20.14 Nonexclusivity
      of the Plan.
      The
      adoption of this Plan shall not be construed as creating any limitations on
      the
      power of the Board or Committee to adopt such other compensation arrangements
      as
      it may deem desirable for any Participant.

     

    20.15 No
      Constraint on Corporate Action.
      Nothing
      in this Plan shall be construed to: (i) limit, impair, or otherwise affect
      the
      Company’s or a Subsidiary’s or an Affiliate’s right or power to make
      adjustments, reclassifications, reorganizations, or changes of its capital
      or
      business structure, or to merge or consolidate, or dissolve, liquidate, sell,
      or
      transfer all or any part of its business or assets; or, (ii) limit the right
      or
      power of the Company or a Subsidiary or an Affiliate to take any action which
      such entity deems to be necessary or appropriate.

     

    20.16 Governing
      Law.
      The
      Plan and each Award Agreement shall be governed by the laws of the State
      of Nevada,
      excluding any conflicts or choice of law rule or principle that might otherwise
      refer construction or interpretation of the Plan to the substantive law of
      another jurisdiction. Unless otherwise provided in the Award Agreement,
      recipients of an Award under the Plan are deemed to submit to the exclusive
      jurisdiction and venue of the federal or state courts of Nevada, to resolve
      any
      and all issues that may arise out of or relate to the Plan or any related Award
      Agreement.

     

    20.17 Indemnification. Each
      individual who is or shall have been a member of the Board, or a committee
      appointed by the Board, or an officer of the Company to whom authority was
      delegated in accordance with Article 3, shall be indemnified and held harmless
      by the Company against and from any loss, cost, liability, or expense that
      may
      be imposed upon or reasonably incurred by him in connection with or resulting
      from any claim, action, suit, or proceeding to which he may be a party or in
      which he may be involved by reason of any action taken or failure to act under
      the Plan and against and from any and all amounts paid by him in settlement
      thereof, with the Company’s approval, or paid by him in satisfaction of any
      judgement in any such action, suit, or proceeding against him, provided he
      shall
      give the Company an opportunity, at its own expense, to handle and defend the
      same before he undertakes to handle and defend it on his own behalf, unless
      such
      loss, cost, liability, or expense is a result of his own willful misconduct
      or
      except as expressly provided by statute.

     

    The
      foregoing right of indemnification shall not be exclusive of any other rights
      of
      indemnification to which such individuals may be entitled under the Company’s
      Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
      any
      power that the Company may have to indemnify them or hold them
      harmless.

     

    20.18
      Amendment to Comply with Applicable Law.
      It is
      intended that no Award granted under this Plan shall be subject to any interest
      or additional tax under Section 409A of the Code. In the event Code Section
      409A
      is amended after the date hereof, or regulations or other guidance is
      promulgated after the date hereof that would make an Award under the Plan
      subject to the provisions of Code Section 409A, then the terms and conditions
      of
      this Plan shall be interpreted and applied, to the extent possible, in a manner
      to avoid the imposition of the provisions of Code Section 409A. 

     

    
      
         

      

      
        22