arts8x10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10 (i)


     

    AMERIRESOURCE
TECHNOLOGIES, INC.

     

     

    2008
Stock Incentive Plan

     

     

    (Amendment
No. 3)

     

     

    


     

     

    SECTION 1. General Purpose
of the Plan; Definitions.

     

     

    The name of the plan is the
AmeriResource Technologies, Inc. AMENDED 2008 STOCK INCENTIVE PLAN (the "Plan").
The purpose of the Plan is to encourage and enable officers, directors, and
employees of AmeriResource Technologies, Inc. (the "Company") and its
Subsidiaries and other persons to acquire a proprietary interest in the Company.
It is anticipated that providing such persons with a direct stake in the
Company's welfare will assure a closer identification of their interests with
those of the Company and its shareholders, thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the
Company.

     

     

    The following terms shall be defined as
set forth below:

     

     

    "Award" or "Awards", except where
referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards,
Unrestricted Stock Awards, Performance Share Awards and Stock Appreciation
Rights.

     

     

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

     

     

    "Cause" means (i) any material breach
by the participant of any agreement to which the participant and the Company are
both parties, and (ii) any act or omission justifying termination of the
participant's employment for cause, as determined by the Committee.

     

     

    "Change of Control" shall have the
meaning set forth in Section 15.

     

     

    "Code" means the Internal Revenue Code
of 1986, as amended, and any successor Code, and related rules, regulations and
interpretations.

     

     

    "Conditioned Stock Award" means an
Award granted pursuant to Section 6.

     

     

    "Committee" shall have the meaning set
forth in Section 2.

     

     

    "Disability" means disability as set
forth in Section 22(e)(3) of the Code.

     

     

    "Effective Date" means the date on
which the Plan is approved by the Board of Directors, as set forth in Section
17.

     

     

    "Eligible Person" shall have the
meaning set forth in Section 4.

     

     

    "Fair Market Value" on any given date
means the price per share of the Stock on such date as reported by a nationally
recognized stock exchange, or, if the Stock is not listed on such an exchange,
as reported by NASDAQ, or, if the Stock is not quoted on NASDAQ, the fair market
value of the Stock as determined by the Committee.

     

     

    "Incentive Stock Option" means any
Stock Option designated and qualified as an "incentive stock option" as defined
in Section 422 of the Code.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    "Non-Statutory Stock Option" means any
Stock Option that is not an Incentive Stock Option.

     

     

    "Normal Retirement" means retirement
from active employment with the Company and its Subsidiaries in accordance with
the retirement policies of the Company and its Subsidiaries then in
effect.

     

     

    "Outside Director" means any director
who (i) is not an employee of the Company or of any "affiliated group," as such
term is defined in Section 1504(a) of the Code, which includes the Company (an
"Affiliate"), (ii) is not a former employee of the Company or any Affiliate who
is receiving compensation for prior services (other than benefits under a
tax-qualified retirement plan) during the Company's or any Affiliate's taxable
year, (iii) has not been an officer of the Company or any Affiliate and (iv)
does not receive remuneration from the Company or any Affiliate, either directly
or indirectly, in any capacity other than as a director. "Outside Director"
shall be determined in accordance with Section 162(m) of the Code and the
Treasury regulations issued thereunder.

     

     

    "Option" or "Stock Option" means any
option to purchase shares of Stock granted pursuant to Section 5.

     

     

    "Performance Share Award" means an
Award granted pursuant to Section 8.

     

     

    "Stock" means the Common Stock, par
value $0.0001, of the Company, subject to adjustments pursuant to Section
3.

     

     

    "Stock Appreciation Right" means an
Award granted pursuant to Section 9.

     

     

    "Subsidiary" means a subsidiary as
defined in Section 424 of the Code.

     

     

    "Unrestricted Stock Award" means Awards
granted pursuant to Section 7.

     

     

    SECTION 2. Administration of
Plan; Committee Authority to Select Participants and Determine
Awards.

     

     

    (a) Committee. The Plan shall be
administered by either by (i) a committee of the Board consisting of not less
than two Directors (the "Committee"), or (ii) in the absence of a committee, the
Board of Directors may act as the Committee at any time. Except as specifically
reserved to the Board under the terms of the Plan, the Committee shall have full
and final authority to operate, manage and administer the Plan on behalf of the
Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof. The Board may establish an additional
single-member committee (consisting of an executive officer) that shall have the
power and authority to grant Awards to non-executive officers and to make all
other determinations under the Plan with respect thereto.

     

     

    (b) Powers of Committee. The Committee
shall have the power and authority to grant and modify Awards consistent with
the terms of the Plan, including the power and authority:

     

     

    (i) to select the persons to whom
Awards may from time to time be granted;

     

     

    (ii) to determine the time or times of
grant, and the extent, if any, of Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock, Unrestricted Stock, Performance Shares and Stock
Appreciation Rights, or any combination of the foregoing, granted to any one or
more participants;

     

     

    (iii) to determine the number of shares
to be covered by any Award;

     

     

    (iv) to determine and modify the terms
and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual
Awards and participants, and to approve the form of written instruments
evidencing the Awards; provided, however, that no such action shall adversely
affect rights under any outstanding Award without the participant's
consent;

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (v) to accelerate the exercisability or
vesting of all or any portion of any Award;

     

     

    (vi) subject to the provisions of
Section 5(b), to extend the period in which any outstanding Stock Option or
Stock Appreciation Right may be exercised;

     

     

    (vii) to
determine whether, to what extent, and under what circumstances Stock and other
amounts payable with respect to an Award shall be deferred either automatically
or at the election of the participant and whether and to what extent the Company
shall pay or credit amounts equal to interest (at rates determined by the
Committee) or dividends or deemed dividends on such deferrals; and

     

     

    (viii) to
adopt, alter and repeal such rules, guidelines and practices for administration
of the Plan and for its own acts and proceedings as it shall deem advisable; to
interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection with
the Plan; and to otherwise supervise the administration of the
Plan.

     

     

    All decisions and interpretations of
the Committee shall be binding on all persons, including the Company and Plan
participants.

     

     

    SECTION 3. Shares Issuable
under the Plan; Mergers; Substitution.

     

     

    (a) Shares Issuable. The maximum number
of shares of Stock with respect to which Awards (including Stock Appreciation
Rights) may be granted under the Plan shall be Seven
Billion  (7,000,000,000); such number to supplement, and not to
replace, any prior plans authorized by the Corporation's board of directors. For
purposes of this limitation, the shares of Stock underlying any Awards which are
forfeited, cancelled, reacquired by the Company or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock with respect to
which Awards may be granted under the Plan so long as the participants to whom
such Awards had been previously granted received no benefits of ownership of the
underlying shares of Stock to which the Award related. Subject to such overall
limitation, any type or types of Award may be granted with respect to shares,
including Incentive Stock Options. Shares issued under the Plan may be
authorized but unissued shares or shares reacquired by the Company.

     

     

    (b) Stock Dividends, Mergers, etc. In
the event that after approval of the Plan by the directors of the Company in
accordance with Section 17, the Company effects a stock dividend, stock split or
similar change in capitalization affecting the Stock, the Committee shall make
appropriate adjustments in (i) the number and kind of shares of stock or
securities with respect to which Awards may thereafter be granted (including
without limitation the limitations set forth in Section 3(a) and Section 3(b)
above), (ii) the number and kind of shares remaining subject to outstanding
Awards, and (iii) the option or purchase price in respect of such shares. In the
event of any merger, consolidation, dissolution or liquidation of the Company,
the Committee in its sole discretion may, as to any outstanding Awards, make
such substitution or adjustment in the aggregate number of shares reserved for
issuance under the Plan and in the number and purchase price (if any) of shares
subject to such Awards as it may determine and as may be permitted by the terms
of such transaction, or accelerate, amend or terminate such Awards upon such
terms and conditions as it shall provide (which, in the case of the termination
of the vested portion of any Award, shall require payment or other consideration
which the Committee deems equitable in the circumstances), subject, however, to
the provisions of Section 15.

     

     

    (c) Substitute Awards. The Committee
may grant Awards under the Plan in substitution for stock and stock based awards
held by employees of another Corporation who concurrently become employees of
the Company or a Subsidiary as the result of a merger or consolidation of the
employing Corporation with the Company or a Subsidiary or the acquisition by the
Company or a Subsidiary of property or stock of the employing Corporation. The
Committee may direct that the substitute awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances. Shares
which may be delivered under such substitute awards may be in addition to the
maximum number of shares provided for in Section 3(a).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION 4.
Eligibility.

     

     

    Awards may be granted to officers,
directors, and employees of and consultants and advisers to the Company or its
Subsidiaries ("Eligible Persons").

     

     

    SECTION 5. Stock
Options.

     

     

    The Committee may grant to Eligible
Persons options to purchase stock.

     

     

    Any Stock Option granted under the Plan
shall be in such form as the Committee may from time to time
approve.

     

     

    Stock Options granted under the Plan
may be either Incentive Stock Options (subject to compliance with applicable
law) or Non-Statutory Stock Options. Unless otherwise so designated, an Option
shall be a Non-Statutory Stock Option. To the extent that any option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Statutory Stock
Option.

     

     

    No Incentive Stock Option shall be
granted under the Plan after the fifth anniversary of the earlier of the date of
adoption of the Plan.

     

     

    The Committee in its discretion may
determine the effective date of Stock Options, provided, however, that grants of
Incentive Stock Options shall be made only to persons who are, on the effective
date of the grant, employees of the Company or any Subsidiary. Stock Options
granted pursuant to this Section 5(a) shall be subject to the following terms
and conditions and the terms and conditions of Section 13 and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

     

     

    (a) Exercise Price. The exercise price
per share for the Stock covered by a Stock Option granted pursuant to this
Section 5(a) shall be determined by the Committee at the time of
grant.

     

     

    (b) Option Term. The term of each Stock
Option shall be fixed by the Committee, but no Incentive Stock Option shall be
exercisable more than five (5) years after the date the option is granted. If an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than ten percent (10%) of the combined voting power of
all classes of stock of the Company or any Subsidiary or parent Corporation and
an Incentive Stock Option is granted to such employee, the term of such option
shall be no more than five (5) years from the date of grant.

     

     

    (c) Exercisability; Rights of a
Shareholder. Stock Options shall become vested and exercisable at such time or
times, whether or not in installments, as shall be determined by the Committee
at or after the grant date. The Committee may at any time accelerate the
exercisability of all or any portion of any Stock Option. An Optionee shall have
the rights of a shareholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.

     

     

    (d) Method of Exercise. Stock Options
may be exercised in whole or in part, by delivering written notice of exercise
to the Company, specifying the number of shares to be purchased. Payment of the
purchase price may be made by one or more of the following methods:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i) In cash or by certified or bank
check or other instrument acceptable to the Committee;

     

     

    (ii) If permitted by the Committee, in
its discretion, in the form of shares of Stock that are not then subject to
restrictions and that has been owned by the Optionee for a period of at least
six months. Such surrendered shares shall be valued at Fair Market Value on the
exercise date; or

     

     

    (iii) By the Optionee delivering to the
Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the purchase price; provided that
in the event the Optionee chooses to pay the purchase price as so provided, the
Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure. The Company need not act upon such
exercise notice until the Company receives full payment of the exercise price;
or

     

     

    (iv) By any other means (including,
without limitation, by delivery of a promissory note of the Optionee payable on
such terms as are specified by the Committee) which the Committee determines are
consistent with the purpose of the Plan and with applicable laws and
regulations.

     

     

    The delivery of certificates
representing shares of Stock to be purchased pursuant to the exercise of a Stock
Option will be contingent upon receipt from the Optionee (or a purchaser acting
in his stead in accordance with the provisions of the Stock Option) by the
Company of the full purchase price for such shares and the fulfillment of any
other requirements contained in the Stock Option or imposed by applicable
law.

     

     

    (e) Non-transferability of Options.
Except as the Committee may provide with respect to a Non-Statutory Stock
Option, no Stock Option shall be transferable other than by will or by the laws
of descent and distribution and all Stock Options shall be exercisable, during
the Optionee’s lifetime, only by the Optionee.

     

     

    (f) Annual Limit on Incentive Stock
Options. To the extent required for "incentive stock option" treatment under
Section 422 of the Code, the aggregate Fair Market Value (determined as of the
time of grant) of the Stock with respect to which incentive stock options
granted under this Plan and any other Plan of the Company or its Subsidiaries
become exercisable for the first time by an Optionee during any calendar year
shall be determined by the Committee.

     

     

    (g) Form of Settlement. Shares of Stock
issued upon exercise of a Stock Option shall be free of all restrictions under
the Plan, except as otherwise provided in this Plan.

     

     

    SECTION 6. Restricted Stock
Awards.

     

     

    (a) Nature of Restricted Stock Award.
The Committee in its discretion may grant Restricted Stock Awards to any
Eligible Person, entitling the recipient to acquire, for a purchase price
determined by the Committee, shares of Stock subject to such restrictions and
conditions as the Committee may determine at the time of grant ("Restricted
Stock"), including continued employment and/or achievement of pre-established
performance goals and objectives.

     

     

    (b) Acceptance of Award. A participant
who is granted a Restricted Stock Award shall have no rights with respect to
such Award unless the participant shall have accepted the Award within sixty
(60) days (or such shorter date as the Committee may specify) following the
award date by making payment to the Company of the specified purchase price, of
the shares covered by the Award and by executing and delivering to the Company a
written instrument that sets forth the terms and conditions applicable to the
Restricted Stock in such form as the Committee shall determine.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Rights as a Shareholder. Upon
complying with Section 6(b) above, a participant shall have all the rights of a
shareholder with respect to the Restricted Stock, including voting and dividend
rights, subject to non-transferability restrictions and Company repurchase or
forfeiture rights described in this Section 6 and subject to such other
conditions contained in the written instrument evidencing the Restricted Award.
Unless the Committee shall otherwise determine, certificates evidencing shares
of Restricted Stock shall remain in the possession of the Company until such
shares are vested as provided in Section 6(e) below.

     

     

    (d) Restrictions. Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as specifically provided herein. In the event of termination
of employment by the Company and its Subsidiaries for any reason (including
death, Disability, Normal Retirement and for Cause), the Company shall have the
right, at the discretion of the Committee, to repurchase shares of Restricted
Stock with respect to which conditions have not lapsed at their purchase price,
or to require forfeiture of such shares to the Company if acquired at no cost,
from the participant or the participant's legal representative. The Company must
exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified in the
written instrument evidencing the Restricted Stock Award).

     

     

    (e) Vesting of Restricted Stock. The
Committee at the time of grant shall specify the date or dates and/or the
attainment of pre-established performance goals, objectives and other conditions
on which the non-transferability of the Restricted Stock and the Company's right
of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." The Committee at any time may
accelerate such date or dates and otherwise waive or, subject to Section 13,
amend any conditions of the Award.

     

     

    (f) Waiver, Deferral and Reinvestment
of Dividends. The written instrument evidencing the Restricted Stock Award may
require or permit the immediate payment, waiver, deferral or investment of
dividends paid on the Restricted Stock.

     

     

    SECTION 7. Unrestricted
Stock Awards.

     

     

    (a) Grant or Sale of Unrestricted
Stock. The Committee in its discretion may grant or sell to any Eligible Person
shares of Stock free of any restrictions under the Plan ("Unrestricted Stock")
at a purchase price determined by the Committee. Shares of Unrestricted Stock
may be granted or sold as described in the preceding sentence in respect of past
services or other valid consideration.

     

     

    (b) Restrictions on Transfers. The
right to receive unrestricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of descent and
distribution.

     

     

    SECTION 8. Performance Share
Awards.

     

     

    (a) Nature of Performance Shares. A
Performance Share Award is an award entitling the recipient to acquire shares of
Stock upon the attainment of specified performance goals. The Committee may make
Performance Share Awards independent of or in connection with the granting of
any other Award under the Plan. Performance Share Awards may be granted under
the Plan to any Eligible Person. The Committee in its discretion shall determine
whether and to whom Performance Share Awards shall be made, the performance
goals applicable under each such Award, the periods during which performance is
to be measured, and all other limitations and conditions applicable to the
awarded Performance Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION 9. Stock
Appreciation Rights.

     

     

    The Committee in its discretion may
grant Stock Appreciation Rights to any Eligible Person (i) alone, or (ii)
simultaneously with the grant of a Stock Option and in conjunction therewith or
in the alternative thereto. A Stock Appreciation Right shall entitle the
participant upon exercise thereof to receive from the Company, upon written
request to the Company at its principal offices (the "Request"), a number of
shares of Stock (with or without restrictions as to substantial risk of
forfeiture and transferability, as determined by the Committee in its sole
discretion), an amount of cash, or any combination of Stock and cash, as
specified in the Request (but subject to the approval of the Committee in its
sole discretion, at any time up to and including the time of payment, as to the
making of any cash payment), having an aggregate Fair Market Value equal to the
product of (i) the excess of Fair Market Value, on the date of such Request,
over the exercise price per share of Stock specified in such Stock Appreciation
Right or its related Option, multiplied by (ii) the number of shares of Stock
for which such Stock Appreciation Right shall be exercised. Notwithstanding the
foregoing, the Committee may specify at the time of grant of any Stock
Appreciation Right that such Stock Appreciation Right may be exercisable solely
for cash and not for Stock.

     

     

    SECTION 10. Termination of
Stock Options and Stock Appreciation Rights.

     

     

    (a) Incentive Stock
Options:

     

     

    (i) Termination by Death. If any
participant's employment by the Company and its Subsidiaries terminates by
reason of death, any Incentive Stock Option owned by such participant may
thereafter be exercised to the extent exercisable at the date of death, by the
legal representative or legatee of the participant, for a period of two (2)
years (or such other period as the Committee shall specify at any time) from the
date of death, or until the expiration of the stated term of the Incentive Stock
Option, if earlier.

     

     

    (ii) Termination by Reason of
Disability or Normal Retirement.

     

     

    (A) Any Incentive Stock Option held by
a participant whose employment by the Company and its Subsidiaries has
terminated by reason of Disability may thereafter be exercised, to the extent it
was exercisable at the time of such termination, for a period of one (1) year
(or such other period as the Committee shall specify at any time) from the date
of such termination of employment, or until the expiration of the stated term of
the Option, if earlier.

     

     

    (B) Any Incentive Stock Option held by
a participant whose employment by the Company and its Subsidiaries has
terminated by reason of Normal Retirement may thereafter be exercised, to the
extent it was exercisable at the time of such termination, for a period of
ninety (90) days (or such other period as the Committee shall specify at any
time) from the date of such termination of employment, or until the expiration
of the stated term of the Option, if earlier.

     

     

    (C) The Committee shall have sole
authority and discretion to determine whether a participant's employment has
been terminated by reason of Disability or Normal Retirement.

     

     

    (D) Except as otherwise provided by the
Committee at the time of grant, the death of a participant during a period
provided in this Section 10(a)(ii) for the exercise of an Incentive Stock Option
shall extend such period for two (2) years from the date of death, subject to
termination on the expiration of the stated term of the Option, if
earlier.

     

     

    (iii) Termination for Cause. If any
participant's employment by the Company and its Subsidiaries has been terminated
for Cause, any Incentive Stock Option held by such participant shall immediately
terminate and be of no further force and effect; provided, however, that the
Committee may, in its sole discretion, provide that such Option can be exercised
for a period of up to thirty (30) days from the date of termination of
employment or until the expiration of the stated term of the Option, if
earlier.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv) Other Termination. Unless
otherwise determined by the Committee, if a participant's employment by the
Company and its Subsidiaries terminates for any reason other than death,
Disability, Normal Retirement or for Cause, any Incentive Stock Option held by
such participant may thereafter be exercised, to the extent it was exercisable
on the date of termination of employment, for ninety (90) days (or such other
period as the Committee shall specify at any time) from the date of termination
of employment or until the expiration of the stated term of the Option, if
earlier.

     

     

    (b) Non-Statutory Stock Options and
Stock Appreciation Rights. Any Non-Statutory Stock Option or Stock Appreciation
Right granted under the Plan shall contain such terms and conditions with
respect to its termination as the Committee, in its discretion, may from time to
time determine.

     

     

    SECTION 11. Tax
Withholding.

     

     

    (a) Payment by Participant. Each
participant shall, no later than the date as of which the value of an Award or
of any Stock or other amounts received thereunder first becomes includable in
the gross income of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee regarding payment of
any Federal, state, local and/or payroll taxes of any kind required by law to be
withheld with respect to such income. The Company and its Subsidiaries shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

     

     

    (b) Payment in Shares. A Participant
may elect, with the consent of the Committee, to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Stock to be issued pursuant to an Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the minimum withholding amount due with respect to
such Award, or (ii) transferring to the Company shares of Stock owned by the
participant for a period of at least six months and with an aggregate Fair
Market Value (as of the date the minimum withholding is effected) that would
satisfy the withholding amount due.

     

     

    SECTION 12. Transfer, Leave
of Absence, Etc.

     

     

    For purposes of the Plan, the following
events shall not be deemed a termination of employment:

     

     

    (i) a transfer to the employment of the
Company from a Subsidiary or from the Company to a Subsidiary, or from one
Subsidiary to another;

     

     

    (ii) an approved leave of absence for
military service or sickness, or for any other purpose approved by the Company,
if the employee's right to re-employment is guaranteed either by a statute or by
contract or under the policy pursuant to which the leave of absence was granted
or if the Committee otherwise so provides in writing.

     

     

    SECTION 13. Amendments and
Termination.

     

     

    The Board may at any time amend or
discontinue the Plan and the Committee may at any time amend or cancel any
outstanding Award (or provide substitute Awards at the same or reduced exercise
or purchase price or with no exercise or purchase price, but such price, if any,
must satisfy the requirements which would apply to the substitute or amended
Award if it were then initially granted under this Plan) for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any outstanding Award without the holder's
consent. However, no such amendment, unless approved by the directors of the
Company, shall be effective if it would cause the Plan to fail to satisfy the
incentive stock option requirements of the Code.

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    SECTION 14. Status of
Plan.

     

     

    With respect to the portion of any
Award which has not been exercised and any payments in cash, Stock or other
consideration not received by a participant, a participant shall have no rights
greater than those of a general creditor of the Company unless the Committee
shall otherwise expressly determine in connection with any Award or Awards. In
its sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make payments
with respect to Awards hereunder, provided that the existence of such trusts or
other arrangements is consistent with the provision of the foregoing
sentence.

     

     

    SECTION 15. Change of
Control Provisions.

     

     

    Upon the occurrence of a Change of
Control as defined in this Section 15:

     

     

    (i) subject to the provisions of clause
(iii) below, after the effective date of such Change of Control, each holder of
an outstanding Stock Option, Restricted Stock Award, Performance Share Award or
Stock Appreciation Right shall be entitled, upon exercise of such Award, to
receive, in lieu of shares of Stock (or consideration based upon the Fair Market
Value of Stock), shares of such stock or other securities, cash or property (or
consideration based upon shares of such stock or other securities, cash or
property) as the holders of shares of Stock received in connection with the
Change of Control;

     

     

    (ii) the Committee may accelerate the
time for exercise of, and waive all conditions and restrictions on, each
unexercised and unexpired Stock Option, Restricted Stock Award, Performance
Share Award and Stock Appreciation Right, effective upon a date prior or
subsequent to the effective date of such Change of Control, specified by the
Committee; or

     

     

    (iii) each outstanding Stock Option,
Restricted Stock Award, Performance Share Award and Stock Appreciation Right may
be cancelled by the Committee as of the effective date of any such Change of
Control provided that (x) notice of such cancellation shall be given to each
holder of such an Award and (y) each holder of such an Award shall have the
right to exercise such Award to the extent that the same is then exercisable or,
in full, if the Committee shall have accelerated the time for exercise of all
such unexercised and unexpired Awards, during the thirty (30) day period
preceding the effective date of such Change of Control.

     

     

    (b) "Change of Control" shall mean the
occurrence of any one of the following events:

     

     

    (i) any "person" (as such term is used
in Sections 13(d) and 14(d)(2) of the Act) becomes a "beneficial owner" (as such
term is defined in Rule 13d-3 promulgated under the Act) (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit Plan of the Company, or any Corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the combined voting
power of the Company's then outstanding securities; or

     

     

    (ii) the stockholders of the Company
approve a merger or consolidation of the Company with any other Corporation or
other entity, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than sixty-five percent
(65%) of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or

     

     

    (iii) the stockholders of the Company
approve a Plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company's
assets.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION 16. General
Provisions.

     

     

    (a) No Distribution; Compliance with
Legal Requirements. The Committee may require each person acquiring shares
pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution
thereof.

     

     

    No shares of Stock shall be issued
pursuant to an Award until all applicable securities laws and other legal and
stock exchange requirements have been satisfied. The Committee may require the
placing of such stop orders and restrictive legends on certificates for Stock
and Awards as it deems appropriate.

     

     

    (b) Delivery of Stock Certificates;
Delivery of stock certificates to participants under this Plan shall be deemed
effected for all purposes when the Company or a stock transfer agent of the
Company shall have delivered such certificates in the United States mail,
addressed to the participant, at the participant's last known address on file
with the Company.

     

     

    (c) Other Compensation Arrangements; No
Employment Rights. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, including trusts,
subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases. The adoption of the Plan or any Award under the Plan does not confer upon
any employee any right to continued employment with the Company or any
Subsidiary.

     

     

    SECTION 17. Effective Date
of Plan.

     

     

    The Plan shall become effective upon
approval by the board of directors of the Company.

     

     

    SECTION 18. Governing
Law.

     

     

    This Plan shall be governed by, and
construed and enforced in accordance with, the substantive laws of the State of
Delaware without regard to its principles of conflicts of laws.

     

     

    
    

     

    
      	 By:  /s/
      Delmar Janovec
	 
	 Delmar
      Janovec
	 President  &
      Secretary of
	 AmeriResource
      Technologies,
      Inc.