ex101.htm


    EXHIBIT
      10.1

     

    UNICORP,
      INC.

    2007
      Stock Option Plan

    


    ARTICLE
      I - PLAN

    


    1.1           
      Purpose.  This
      Plan is a plan for key employees, officers, directors, and consultants of the
      Company and its Affiliates and is intended to advance the best interests of
      the
      Company, its Affiliates, and its stockholders by providing those persons who
      have substantial responsibility for the management and growth of the Company
      and
      its Affiliates with additional incentives and an opportunity to obtain or
      increase their proprietary interest in the Company, thereby encouraging them
      to
      continue in the employ of the Company or any of its Affiliates.

    


    1.2           
      Rule
      16b-3 Plan.  The Company is subject to the reporting
      requirements of the Securities Exchange Act of 1934, as amended (the “1934
      Act”), and therefore the Plan is intended to comply with all applicable
      conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated
      under the 1934 Act.  To the extent any provision of the Plan or action
      by the Board of Directors or Committee fails to so comply, it shall be deemed
      null and void, to the extent permitted by law and deemed advisable by the
      Committee.  In addition, the Board of Directors may amend the Plan
      from time to time, as it deems necessary in order to meet the requirements
      of
      any amendments to Rule 16b-3 without the consent of the shareholders of the
      Company.

    


    1.3           
      Effective
      Date of Plan.   The Plan shall be effective September 4,
      2007 (the “Effective Date”), provided that within one year of the Effective
      Date, the Plan shall have been approved by at least a majority vote of
      stockholders voting in person or by proxy at a duly held stockholders’ meeting,
      or if the provisions of the corporate charter, by-laws or applicable state
      law
      prescribes a greater degree of stockholder approval for this action, the
      approval by the holders of that percentage, at a duly held meeting of
      stockholders.  No Incentive Option, Nonqualified Option, Stock
      Appreciation Right, Restricted Stock Award or Performance Stock Award shall
      be
      granted pursuant to the Plan ten years after the Effective Date.

    


    ARTICLE
      II - DEFINITIONS

    


    The
      words
      and phrases defined in this Article shall have the meaning set out in these
      definitions throughout this Plan, unless the context in which any such word
      or
      phrase appears reasonably requires a broader, narrower, or different
      meaning.

    


    2.1           
      “Affiliate” means any subsidiary corporation.  The term “subsidiary
      corporation” means any corporation (other than the Company) in an unbroken chain
      of corporations beginning with the Company if, at the time of the action or
      transaction, each of the corporations other than the last corporation in the
      unbroken chain owns stock possessing 50% or more of the total combined voting
      power of all classes of stock in one of the other corporations in the
      chain.

    


    2.2           
      “Award” means each of the following granted under this Plan: Incentive Option,
      Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
      Performance Stock Award.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.3           
      “Board of Directors” means the board of directors of the Company.

    


    2.4           
      “Code” means the Internal Revenue Code of 1986, as amended.

    


    2.5           
      “Committee” means the Compensation Committee of the Board of Directors, or if no
      Compensation Committee has been formed, then it shall mean the entire Board
      of
      Directors.  It is intended that the Committee shall be comprised
      solely of at least two members who are both Non-Employee Directors and Outside
      Directors; provided, however, that until such time as two such directors are
      available to serve in such roles, the failure to meet this requirement shall
      not
      affect the validity of any grants under this Plan.

    


    2.6           
      “Company” means Unicorp, Inc., a Nevada corporation.

    


    2.7           
      “Consultant” means any person, including an advisor, engaged by the Company or
      Affiliate to render services and who is compensated for such
      services.

    


    2.8           
      “Eligible Persons” shall mean, with respect to the Plan, those persons who, at
      the time that an Award is granted, are (i) Employees and all other key
      personnel, including officers and directors, of the Company or Affiliate, or
      (ii) Consultants or independent contractors who provide valuable services to
      the
      Company or Affiliate as determined by the Committee.

    


    2.9           
      “Employee” means a person employed by the Company or any Affiliate to whom an
      Award is granted.

    


    2.10           
      “Fair Market Value” of the Stock as of any date means (a) the average of the
      high and low sale prices of the Stock on that date on the principal securities
      exchange on which the Stock is listed; or (b) if the Stock is not listed on
      a
      securities exchange, the average of the high and low sale prices of the Stock
      on
      that date as reported on the Nasdaq; or (c) if the Stock is not listed on the
      Nasdaq, the average of the high and low bid quotations for the Stock on that
      date as reported by the National Quotation Bureau Incorporated; or (d) if none
      of the foregoing is applicable, an amount at the election of the Committee
      equal
      to (x), the average between the closing bid and ask prices per share of Stock
      on
      the last preceding date on which those prices were reported or (y) that amount
      as determined by the Committee in good faith.

    


    2.11           
      “Incentive Option” means an option to purchase Stock granted under this Plan
      which is designated as an “Incentive Option” and satisfies the requirements of
      Section 422 of the Code.

    


    2.12           
      “Non-Employee Directors” means that term as defined in Rule 16b-3 under the 1934
      Act.

    


    2.13           
      “Nonqualified Option” means an option to purchase Stock granted under this Plan
      other than an Incentive Option.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.14           
      “Option” means both an Incentive Option and a Nonqualified Option granted under
      this Plan to purchase shares of Stock.

    


    2.15           
      “Option Agreement” means the written agreement by and between the Company and an
      Eligible Person, which sets out the terms of an Option.

    


    2.16           
      “Outside Director” shall mean a member of the Board of Directors serving on the
      Committee who satisfies Section 162(m) of the Code.

    


    2.17           
      “Plan” means the Unicorp, Inc., Inc. 2007 Stock Option Plan, as set out in this
      document and as it may be amended from time to time.

    


    2.18           
      “Plan Year” means the Company’s fiscal year.

    


    2.19           
      “Performance Stock Award” means an award of shares of Stock to be issued to an
      Eligible Person if specified predetermined performance goals are satisfied
      as
      described in Article VII.

    


    2.20           
      “Restricted Stock” means Stock awarded or purchased under a Restricted Stock
      Agreement entered into pursuant to this Plan, together with (i) all rights,
      warranties or similar items attached or accruing thereto or represented by
      the
      certificate representing the stock and (ii) any stock or securities into which
      or for which the stock is thereafter converted or exchanged.  The
      terms and conditions of the Restricted Stock Agreement shall be determined
      by
      the Committee consistent with the terms of the Plan.

    


    2.21           
      “Restricted Stock Agreement” means an agreement between the Company or any
      Affiliate and the Eligible Person pursuant to which the Eligible Person receives
      a Restricted Stock Award subject to Article VI.

    


    2.22           
      “Restricted Stock Award” means an Award of Restricted Stock.

    


    2.23           
      “Restricted Stock Purchase Price” means the purchase price, if any, per share of
      Restricted Stock subject to an Award.  The Committee shall determine
      the Restricted Stock Purchase Price.  It may be greater than or less
      than the Fair Market Value of the Stock on the date of the Stock
      Award.

    


    2.24           
      “Stock” means the common stock of the Company, $.001 par value, or, in the event
      that the outstanding shares of common stock are later changed into or exchanged
      for a different class of stock or securities of the Company or another
      corporation, that other stock or security.

    


    2.25           
      “Stock Appreciation Right” and “SAR” means the right to receive the difference
      between the Fair Market Value of a share of Stock on the grant date and the
      Fair
      Market Value of the share of Stock on the exercise date.

    


    2.26           
      “10% Stockholder” means an individual who, at the time the Option is granted,
      owns Stock possessing more than 10% of the total combined voting power of all
      classes of stock of the Company or of any Affiliate.  An individual
      shall be considered as owning the Stock owned, directly or indirectly, by or
      for
      his brothers and sisters (whether by the whole or half blood), spouse,
      ancestors, and lineal descendants; and Stock owned, directly or indirectly,
      by
      or for a corporation, partnership, estate, or trust, shall be considered as
      being owned proportionately by or for its stockholders, partners, or
      beneficiaries.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III - ELIGIBILITY

    


    The
      individuals who shall be eligible to receive Awards shall be those Eligible
      Persons of the Company or any of its Affiliates as the Committee shall determine
      from time to time.  However, no member of the Committee shall be
      eligible to receive any Award or to receive Stock, Options, Stock Appreciation
      Rights, or any Performance Stock Award under any other plan of the Company
      or
      any of its Affiliates, if to do so would cause the individual not to be a
      Non-Employee Director or Outside Director.  The Board of Directors may
      designate one or more individuals who shall not be eligible to receive any
      Award
      under this Plan or under other similar plans of the Company.

    


    ARTICLE
      IV - GENERAL PROVISIONS RELATING TO AWARDS

    


    4.1           
      Authority
      to Grant Awards.   The Committee may grant to those
      Eligible Persons of the Company or any of its Affiliates, as it shall from
      time
      to time determine, Awards under the terms and conditions of this
      Plan.  The Committee shall determine subject only to any applicable
      limitations set out in this Plan, the number of shares of Stock to be covered
      by
      any Award to be granted to an Eligible Person.

    


    4.2           
      Dedicated
      Shares.   The total number of shares of Stock with respect
      to which Awards may be granted under the Plan shall be 8,000,000
      shares.  The shares may be treasury shares or authorized but unissued
      shares.  The number of shares stated in this Section 4.2 shall be
      subject to adjustment in accordance with the provisions of Section
      4.5.  In the event that any outstanding Award shall expire or
      terminate for any reason or any Award is surrendered, the shares of Stock
      allocable to the unexercised portion of that Award may again be subject to
      an
      Award under the Plan.

    


    4.3           
      Non-transferability.  Awards
      shall not be transferable by the Eligible Person otherwise than by will or
      under
      the laws of descent and distribution, or pursuant to a qualified domestic
      relations order (as defined by the
      Code or the rules thereunder), and shall be exercisable, during the
      Eligible Person’s lifetime, only by him or a transferee permitted by this
      Section 4.  Any attempt to transfer an Award other than under the
      terms of the Plan and the Agreement shall terminate the Award and all rights
      of
      the Eligible Person to that Award.

    


    4.4           
      Requirements
      of Law.  The Company shall not be required to sell or issue any
      Stock under any Award if issuing that Stock would constitute or result in a
      violation by the Eligible Person or the Company of any provision of any law,
      statute, or regulation of any governmental authority.  Specifically,
      in connection with any applicable statute or regulation relating to the
      registration of securities, upon exercise of any Option or pursuant to any
      Award, the Company shall not be required to issue any Stock unless the Committee
      has received evidence satisfactory to it to the effect that the holder of that
      Option or Award will not transfer the Stock except in accordance with applicable
      law, including receipt of an opinion of counsel satisfactory to the Company
      to
      the effect that any proposed transfer complies with applicable
      law.  The determination by the Committee on this matter shall be
      final, binding, and conclusive.  The Company may, but shall in no
      event be obligated to, register any Stock covered by this Plan pursuant to
      applicable securities laws of any country or any political
      subdivision.  In the event the Stock issuable on exercise of an Option
      or pursuant to an Award is not registered, the Company may imprint on the
      certificate evidencing the Stock any legend that counsel for the Company
      considers necessary or advisable to comply with applicable law.  The
      Company shall not be obligated to take any other affirmative action in order
      to
      cause the exercise of an Option or vesting under an Award, or the issuance
      of
      shares pursuant thereto, to comply with any law or regulation of any
      governmental authority.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.5           
      Changes
      in the Company’s Capital Structure.

    


    (a)           
      The existence of outstanding Options or Awards shall not affect in any way
      the
      right or power of the Company or its stockholders to make or authorize any
      or
      all adjustments, recapitalizations, reorganizations or other changes in the
      Company’s capital structure or its business, or any merger or consolidation of
      the Company, or any issue of bonds, debentures, preferred or prior preference
      stock ahead of or affecting the Stock or its rights, or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of its
      assets or business, or any other corporate act or proceeding, whether of a
      similar character or otherwise.  If the Company shall effect a
      subdivision or consolidation of shares or other capital readjustment, the
      payment of a Stock dividend, or other increase or reduction of the number of
      shares of the Stock outstanding, without receiving compensation for it in money,
      services or property, then (a) the number, class, and per share price of shares
      of Stock subject to outstanding Options under this Plan shall be appropriately
      adjusted in such a manner as to entitle an Eligible Person to receive upon
      exercise of an Option, for the same aggregate cash consideration, the equivalent
      total number and class of shares he would have received had he exercised his
      Option in full immediately prior to the event requiring the adjustment; and
      (b)
      the number and class of shares of Stock then reserved to be issued under the
      Plan shall be adjusted by substituting for the total number and class of shares
      of Stock then reserved, that number and class of shares of Stock that would
      have
      been received by the owner of an equal number of outstanding shares of each
      class of Stock as the result of the event requiring the adjustment.

    


    (b)           
      If the Company is merged or consolidated with another corporation and the
      Company is not the surviving corporation, or if the Company is liquidated or
      sells or otherwise disposes of substantially all its assets while unexercised
      Options remain outstanding under this Plan (each of the foregoing referred
      to as
      a “Corporate Transaction”):

    


    (i)           
      Subject to the provisions of clause (ii) below, in the event of such a Corporate
      Transaction, any unexercised Options shall automatically accelerate so that
      they
      shall, immediately prior to the specified effective date for the Corporate
      Transaction become 100% vested and exercisable; provided, however, that any
      unexercised Options shall not accelerate if and to the extent such Option is,
      in
      connection with the Corporate Transaction, either to be assumed by the successor
      corporation or parent thereof (the “Successor Corporation”) or to be replaced
      with a comparable award for the purchase of shares of the capital stock of
      the
      Successor Corporation.  Whether or not any unexercised Option is
      assumed or replaced shall be determined by the Company and the Successor
      Corporation in connection with the Corporate Transaction.  The Board
      of Directors shall make the determination of what constitutes a comparable
      award
      to the unexercised Option, and its determination shall be conclusive and
      binding.  The unexercised Option shall terminate and cease to remain
      outstanding immediately following the consummation of the Corporate Transaction,
      except to the extent assumed by the Successor Corporation.

    


    (ii)           
      All outstanding Options may be canceled by the Board of Directors as of the
      effective date of any Corporate Transaction, if (i) notice of cancellation
      shall
      be given to each holder of an Option and (ii) each holder of an Option shall
      have the right to exercise that Option in full (without regard to any
      limitations set out in or imposed under this Plan or the Option Agreement
      granting that Option) during a period set by the Board of Directors preceding
      the effective date of the merger, consolidation, liquidation, sale, or other
      disposition and, if in the event all outstanding Options may not be exercised
      in
      full under applicable securities laws without registration of the shares of
      Stock issuable on exercise of the Options, the Board of Directors may limit
      the
      exercise of the Options to the number of shares of Stock, if any, as may be
      issued without registration. The method of choosing which Options may be
      exercised, and the number of shares of Stock for which Options may be exercised,
      shall be solely within the discretion of the Board of Directors.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)           
      After a merger of one or more corporations into the Company or after a
      consolidation of the Company and one or more corporations in which the Company
      shall be the surviving corporation, each Eligible Person shall be entitled
      to
      have his Restricted Stock and shares earned under a Performance Stock Award
      appropriately adjusted based on the manner the Stock was adjusted under the
      terms of the agreement of merger or consolidation.

    


    (d)           
      In each situation described in this Section 4.5, the Committee will make similar
      adjustments, as appropriate, in outstanding Stock Appreciation
      Rights.

    


    (e)           
      The issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, for cash or property, or for
      labor or services either upon direct sale or upon the exercise of rights or
      warrants to subscribe for them, or upon conversion of shares or obligations
      of
      the Company convertible into shares or other securities, shall not affect,
      and
      no adjustment by reason of such issuance shall be made with respect to, the
      number, class, or price of shares of Stock then subject to outstanding
      Awards.

    


    4.6           
      Election
      under Section 83(b) of the Code.  No Employee shall exercise
      the election permitted under Section 83(b) of the Code without written approval
      of the Committee.  Any Employee doing so shall forfeit all Awards
      issued to him under this Plan.

    ARTICLE
      V - OPTIONS AND STOCK APPRECIATION RIGHTS

    


    5.1           
      Type
      of
      Option.  The Committee shall specify at the time of grant
      whether a given Option shall constitute an Incentive Option or a Nonqualified
      Option.  Incentive Stock Options may only be granted to
      Employees.

    


    5.2           
      Option
      Exercise Price.  The price at which Stock may be purchased
      under an Incentive Option shall not be less than the greater of:  (a)
      100% of the Fair Market Value of the shares of Stock on the date the Option
      is
      granted or (b) the aggregate par value of the shares of Stock on the date the
      Option is granted.  The Committee in its discretion may provide that
      the price at which shares of Stock may be purchased under an Incentive Option
      shall be more than 100% of Fair Market Value.  In the case of any 10%
      Stockholder, the price at which shares of Stock may be purchased under an
      Incentive Option shall not be less than 110% of the Fair Market Value of the
      Stock on the date the Incentive Option is granted.   The price at
      which shares of Stock may be purchased under a Nonqualified Option shall be
      such
      price as shall be determined by the Committee in its sole discretion but in
      no
      event lower than the par value of the shares of Stock on the date the Option
      is
      granted.

    


    5.3           
      Duration
      of Options and SARS.  No Option or SAR shall be exercisable
      after the expiration of ten (10) years from the date the Option or SAR is
      granted.  In the case of a 10% Stockholder, no Incentive Option shall
      be exercisable after the expiration of five years from the date the Incentive
      Option is granted.

    


    5.4           
      Amount
      Exercisable -- Incentive Options.   Each Option may be
      exercised from time to time, in whole or in part, in the manner and subject
      to
      the conditions the Committee, in its sole discretion, may provide in the Option
      Agreement, as long as the Option is valid and outstanding.  To the
      extent that the aggregate Fair Market Value (determined as of the time an
      Incentive Option is granted) of the Stock with respect to which Incentive
      Options first become exercisable by the optionee during any calendar year (under
      this Plan and any other incentive stock option plan(s) of the Company or any
      Affiliate) exceeds $100,000, the portion in excess of $100,000 of the Incentive
      Option shall be treated as a Nonqualified Option.  In making this
      determination, Incentive Options shall be taken into account in the order in
      which they were granted.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.5           
      Exercise
      of Options.  Each Option shall be exercised by the delivery of
      written notice to the Committee setting forth the number of shares of Stock
      with
      respect to which the Option is to be exercised, together with:

    


    (a)           
      cash, certified check, bank draft, or postal or express money order payable
      to
      the order of the Company for an amount equal to the option price of the
      shares;

    


    (b)           
      stock at its Fair Market Value on the date of exercise (if approved in advance
      in writing by the Committee);

    


    (c)           
      an election to make a cashless exercise through a registered broker-dealer
      (if
      approved in advance in writing by the Committee);

    


    (d)           
      an election to have shares of Stock, which otherwise would be issued on
      exercise, withheld in payment of the exercise price (if approved in advance
      in
      writing by the Committee); and/or

    


    (e)           
      any other form of payment which is acceptable to the Committee, including
      without limitation, payment in the form of a promissory note, and specifying
      the
      address to which the certificates for the shares are to be mailed.

    


    As
      promptly as practicable after receipt of written notification and payment,
      the
      Company shall deliver to the Eligible Person certificates for the number of
      shares with respect to which the Option has been exercised, issued in the
      Eligible Person’s name. If shares of Stock are used in payment, the aggregate
      Fair Market Value of the shares of Stock tendered must be equal to or less
      than
      the aggregate exercise price of the shares being purchased upon exercise of
      the
      Option, and any difference must be paid by cash, certified check, bank draft,
      or
      postal or express money order payable to the order of the
      Company.  Delivery of the shares shall be deemed effected for all
      purposes when a stock transfer agent of the Company shall have deposited the
      certificates in the United States mail, addressed to the Eligible Person, at
      the
      address specified by the Eligible Person.

    


    Whenever
      an Option is exercised by exchanging shares of Stock owned by the Eligible
      Person, the Eligible Person shall deliver to the Company certificates registered
      in the name of the Eligible Person representing a number of shares of Stock
      legally and beneficially owned by the Eligible Person, free of all liens,
      claims, and encumbrances of every kind, accompanied by stock powers duly
      endorsed in blank by the record holder of the shares represented by the
      certificates (with signature guaranteed by a commercial bank or trust company
      or
      by a brokerage firm having a membership on a registered national stock
      exchange).  The delivery of certificates upon the exercise of Options
      is subject to the condition that the person exercising the Option provides
      the
      Company with the information the Company might reasonably request pertaining
      to
      exercise, sale or other disposition.

    


    5.6           
      Stock
      Appreciation Rights.  All Eligible Persons shall be eligible to
      receive Stock Appreciation Rights.  The Committee shall determine the
      SAR to be awarded from time to time to any Eligible Person.  The grant
      of a SAR to be awarded from time to time shall neither entitle such person
      to,
      nor disqualify such person from, participation in any other grant of awards
      by
      the Company, whether under this Plan or any other plan of the
      Company.  If granted as a stand-alone SAR Award, the terms of the
      Award shall be provided in a Stock Appreciation Rights Agreement.

    


    
      
        
        

      

      
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    5.7           
      Stock
      Appreciation Rights in Tandem with Options.  Stock Appreciation
      Rights may, at the discretion of the Committee, be included in each Option
      granted under the Plan to permit the holder of an Option to surrender that
      Option, or a portion of the part which is then exercisable, and receive in
      exchange, upon the conditions and limitations set by the Committee, an amount
      equal to the excess of the Fair Market Value of the Stock covered by the Option,
      or the portion of it that was surrendered, determined as of the date of
      surrender, over the aggregate exercise price of the Stock.  In the
      event of the surrender of an Option, or a portion of it, to exercise the Stock
      Appreciation Rights, the shares represented by the Option or that part of it
      which is surrendered, shall not be available for reissuance under the
      Plan.  Each Stock Appreciation Right issued in tandem with an Option
      (a) will expire not later than the expiration of the underlying Option, (b)
      may
      be for no more than 100% of the difference between the exercise price of the
      underlying Option and the Fair Market Value of a share of Stock at the time
      the
      Stock Appreciation Right is exercised, (c) is transferable only when the
      underlying Option is transferable, and under the same conditions, and (d) may
      be
      exercised only when the underlying Option is eligible to be
      exercised.

    


    5.8           
      Conditions
      of Stock Appreciation Rights.  All Stock Appreciation Rights
      shall be subject to such terms, conditions, restrictions or limitations as
      the
      Committee deems appropriate, including by way of illustration but not by way
      of
      limitation, restrictions on transferability, requirement of continued
      employment, individual performance, financial performance of the Company, or
      payment of any applicable employment or withholding taxes.

    


    5.9           
      Payment
      of Stock Appreciation Rights.  The amount of payment to which
      the Eligible Person who reserves an SAR shall be entitled upon the exercise
      of
      each SAR shall be equal to the amount, if any by which the Fair Market Value
      of
      the specified shares of Stock on the exercise date exceeds the Fair Market
      Value
      of the specified shares of Stock on the date of grant of the SAR.  The
      SAR shall be paid in either cash or Stock, as determined in the discretion
      of
      the Committee as set forth in the SAR agreement.  If the payment is in
      Stock, the number of shares to be paid shall be determined by dividing the
      amount of such payment by the Fair Market Value of Stock on the exercise date
      of
      such SAR.

    


    5.10           
      Exercise
      on Termination of Employment.  Unless it is expressly provided
      otherwise in the Option or SAR agreement, Options and SAR’s granted to Employees
      shall terminate three months after severance of employment of the Employee
      from
      the Company and all Affiliates for any reason, with or without Cause (defined
      below), other than death, retirement under the then established rules of the
      Company, or severance for disability.  The Committee shall determine
      whether authorized leave of absence or absence on military or government service
      shall constitute severance of the employment of the Employee at that
      time.  Notwithstanding anything contained herein, no Option or SAR may be exercised
      after termination of employment for any reason (whether by death, disability,
      retirement or otherwise) if it has not vested as at the date of termination
      of
      employment. Cause shall mean
      any of the
      following: (A) conviction of a crime (including conviction on a nolo contendere plea)
      involving a felony or dishonesty, or moral turpitude; (B) deliberate and
      continual refusal to perform employment duties reasonably requested by the
      Company or an affiliate after thirty (30) days’ written notice by certified mail
      of such failure to perform, specifying that the failure constitutes cause (other
      than as a result of vacation, sickness, illness or injury); (C) fraud or
      embezzlement as determined by an independent certified public accountant firm;
      or (D) gross misconduct or gross negligence in connection with the business
      of
      the Company or an affiliate which has substantial effect on the Company or
      the
      affiliate.

    


    5.11           
      Death.  If,
      before the expiration of an Option or SAR, the Eligible Person, whether in
      the
      employ of the Company or after he has retired or was severed for disability,
      or
      otherwise dies, the Option or SAR may be exercised until the earlier of the
      Option’s or SAR’s expiration date or six months following the date of his death,
      unless it is expressly provided otherwise in the Option or SAR
      agreement.  After the death of the Eligible Person, his executors,
      administrators, or any persons to whom his Option or SAR may be transferred
      by
      will or by the laws of descent and distribution shall have the right, at any
      time prior to the Option’s or SAR’s expiration or termination, whichever is
      earlier, to exercise it, to the extent to which he was entitled to exercise
      it
      immediately prior to his death, unless it is expressly provided otherwise in
      the
      Option or SAR’s agreement.

    


    5.12           
      Retirement.  Unless
      it is expressly provided otherwise in the Option Agreement, before the
      expiration of an Option or SAR, the Employee shall be retired in good standing
      from the employ of the Company under the then established rules of the Company,
      the Option or SAR may be exercised until the earlier of the Option’s or SAR’s
      expiration date or three months following the date of his retirement, unless
      it
      is expressly provided otherwise in the Option or SAR agreement.

    


    
      
        
        

      

      
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    5.13           
      Disability.  If,
      before the expiration of an Option or SAR, the Employee shall be severed from
      the employ of the Company for disability, the Option or SAR shall terminate
      on
      the earlier of the Option’s or SAR’s expiration date or six months after the
      date he was severed because of disability, unless it is expressly provided
      otherwise in the Option or SAR agreement.

    


    5.14           
      Substitution
      Options.  Options may be granted under this Plan from time to
      time in substitution for stock options held by employees of other corporations
      who are about to become employees of or affiliated with the Company or any
      Affiliate as the result of a merger or consolidation of the employing
      corporation with the Company or any Affiliate, or the acquisition by the Company
      or any Affiliate of the assets of the employing corporation, or the acquisition
      by the Company or any Affiliate of stock of the employing corporation as the
      result of which it becomes an Affiliate of the Company.  The terms and
      conditions of the substitute Options granted may vary from the terms and
      conditions set out in this Plan to the extent the Committee, at the time of
      grant, may deem appropriate to conform, in whole or in part, to the provisions
      of the stock options in substitution for which they are granted.

    


    5.15           
      Reload
      Options.   Without in any way limiting the authority of
      the Board of Directors or Committee to make or not to make grants of Options
      hereunder, the Board of Directors or Committee shall have the authority (but
      not
      an obligation) to include as part of any Option Agreement a provision entitling
      the Eligible Person to a further Option (a “Reload Option”) in the event the
      Eligible Person exercises the Option evidenced by the Option Agreement, in
      whole
      or in part, by surrendering other shares of Stock in accordance with this Plan
      and the terms and conditions of the Option Agreement.  Any such Reload
      Option (a) shall be for a number of shares equal to the number of shares
      surrendered as part or all of the exercise price of such Option; (b) shall
      have
      an expiration date which is the greater of (i) the same expiration date of
      the
      Option the exercise of which gave rise to such Reload Option or (ii) one year
      from the date of grant of the Reload Option; and (c) shall have an exercise
      price which is equal to one hundred percent (100%) of the Fair Market Value
      of
      the Stock subject to the Reload Option on the date of exercise of the original
      Option.   Notwithstanding the foregoing, a Reload Option which is
      an Incentive Option and which is granted to a 10% Stockholder, shall have an
      exercise price which is equal to one hundred ten percent (110%) of the Fair
      Market Value of the Stock subject to the Reload Option on the date of exercise
      of the original Option and shall have a term which is no longer than five (5)
      years.

    


    Any
      such
      Reload Option may be an Incentive Option or a Nonqualified Option, as the Board
      of Directors or Committee may designate at the time of the grant of the original
      Option; provided, however, that the designation of any Reload Option as an
      Incentive Option shall be subject to the provisions of the Code. There shall
      be
      no Reload Options on a Reload Option.  Any such Reload Option shall be
      subject to the availability of sufficient shares under Section 4.2 herein and
      shall be subject to such other terms and conditions as the Board of Directors
      or
      Committee may determine which are not inconsistent with the express provisions
      of the Plan regarding the terms of Options.

    


    5.16           
      No
      Rights as Stockholder.  No Eligible Person shall have any
      rights as a stockholder with respect to Stock covered by his Option until the
      date a stock certificate is issued for the Stock.

    


    ARTICLE
      VI - AWARDS

    


    6.1           
      Restricted
      Stock Awards.  The Committee may issue shares of Stock to an
      Eligible Person subject to the terms of a Restricted Stock Agreement. The
      Restricted Stock may be issued for no payment by the Eligible Person or for
      a
      payment below the Fair Market Value on the date of grant.  Restricted
      Stock shall be subject to restrictions as to sale, transfer, alienation, pledge
      or other encumbrance and generally will be subject to vesting over a period
      of
      time specified in the Restricted Stock Agreement.  The Committee shall
      determine the period of vesting, the number of shares, the price, if any, of
      Stock included in a Restricted Stock Award, and the other terms and provisions
      which are included in a Restricted Stock Agreement.

    


    
      
        
        

      

      
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    6.2           
      Restrictions.  Restricted
      Stock shall be subject to the terms and conditions as determined by the
      Committee, including without limitation, any or all of the
      following:

    


    (a)           
      a prohibition against the sale, transfer, alienation, pledge, or other
      encumbrance of the shares of Restricted Stock, such prohibition to lapse (i)
      at
      such time or times as the Committee shall determine (whether in annual or more
      frequent installments, at the time of the death, disability, or retirement
      of
      the holder of such shares, or otherwise);

    


    (b)           
      a requirement that the holder of shares of Restricted Stock forfeit, or in
      the
      case of shares sold to an Eligible Person, resell back to the Company at his
      cost, all or a part of such shares in the event of termination of the Eligible
      Person’s employment during any period in which the shares remain subject to
      restrictions;

    


    (c)           
      a prohibition against employment of the holder of Restricted Stock by any
      competitor of the Company or its Affiliates, or against such holder’s
      dissemination of any secret or confidential information belonging to the Company
      or an Affiliate;

    


    (d)           
      unless stated otherwise in the Restricted Stock Agreement, (i) if restrictions
      remain at the time of severance of employment with the Company and all
      Affiliates, other than for reason of disability or death, the Restricted Stock
      shall be forfeited; and (ii) if severance of employment is by reason of
      disability or death, the restrictions on the shares shall lapse and the Eligible
      Person or his heirs or estate shall be 100% vested in the shares subject to
      the
      Restricted Stock Agreement.

    


    6.3           
      Stock
      Certificate.   Shares of Restricted Stock shall be
      registered in the name of the Eligible Person receiving the Restricted Stock
      Award and deposited, together with a stock power endorsed in blank, with the
      Company. Each such certificate shall bear a legend in substantially the
      following form:

    


    “The
      transferability of this certificate and the shares of Stock represented by
      it is
      restricted by and subject to the terms and conditions (including conditions
      of
      forfeiture) contained in the Behavioral Recognition Systems, Inc. 2007 Stock
      Option Plan, and an agreement entered into between the registered owner and
      the
      Company.  A copy of the Plan and agreement is on file in the office of
      the Secretary of the Company.”

    


    6.4           
      Rights
      as
      Stockholder.   Subject to the terms and conditions of the
      Plan, each Eligible Person receiving a certificate for Restricted Stock shall
      have all the rights of a stockholder with respect to the shares of Stock
      included in the Restricted Stock Award during any period in which such shares
      are subject to forfeiture and restrictions on transfer, including without
      limitation, the right to vote such shares.  Dividends paid with
      respect to shares of Restricted Stock in cash or property other than Stock
      in
      the Company or rights to acquire stock in the Company shall be paid to the
      Eligible Person currently.  Dividends paid in Stock in the Company or
      rights to acquire Stock in the Company shall be added to and become a part
      of
      the Restricted Stock.

    


    6.5           
      Lapse
      of
      Restrictions.  At the end of the time period during which any
      shares of Restricted Stock are subject to forfeiture and restrictions on sale,
      transfer, alienation, pledge, or other encumbrance, such shares shall vest
      and
      will be delivered in a certificate, free of all restrictions, to the Eligible
      Person or to the Eligible Person’s legal representative, beneficiary or heir;
      provided the certificate shall bear such legend, if any, as the Committee
      determines is reasonably required by applicable law.  By accepting a
      Stock Award and executing a Restricted Stock Agreement, the Eligible Person
      agrees to remit when due any federal and state income and employment taxes
      required to be withheld.

    


    6.6           
      Restriction
      Period.  No Restricted Stock Award may provide for restrictions
      continuing beyond ten (10) years from the date of grant.

    


    
      
        
        

      

      
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    ARTICLE
      VII - PERFORMANCE STOCK AWARDS

    


    7.1           
      Award
      of
      Performance Stock.  The Committee may award shares of Stock,
      without any payment for such shares, to designated Eligible Persons if specified
      performance goals established by the Committee are satisfied. The terms and
      provisions herein relating to these performance-based awards are intended to
      satisfy Section 162(m) of the Code and regulations issued
      thereunder.  The designation of an employee eligible for a specific
      Performance Stock Award shall be made by the Committee in writing prior to
      the
      beginning of the period for which the performance is measured (or within such
      period as permitted by IRS regulations).  The Committee shall
      establish the maximum number of shares of Stock to be issued to a designated
      Employee if the performance goal or goals are met.  The Committee
      reserves the right to make downward adjustments in the maximum amount of an
      Award if in its discretion unforeseen events make such adjustment
      appropriate.

    


    7.2           
      Performance
      Goals.  Performance goals determined by the Committee may be
      based on specified increases in cash flow; net profits; Stock price; Company,
      segment, or Affiliate sales; market share; earnings per share; return on assets;
      and/or return on stockholders’ equity.

    


    7.3           
      Eligibility.  The
      employees eligible for Performance Stock Awards are the senior officers (i.e.,
      chief executive officer, president, vice presidents, secretary, treasurer,
      and
      similar positions) of the Company and its Affiliates, and such other employees
      of the Company and its Affiliates as may be designated by the
      Committee.

    


    7.4           
      Certificate
      of Performance.  The Committee must certify in writing that a
      performance goal has been attained prior to issuance of any certificate for
      a
      Performance Stock Award to any Employee.  If the Committee certifies
      the entitlement of an Employee to the Performance Stock Award, the certificate
      will be issued to the Employee as soon as administratively practicable, and
      subject to other applicable provisions of the Plan, including but not limited
      to, all legal requirements and tax withholding.  However, payment may
      be made in shares of Stock, in cash, or partly in cash and partly in shares
      of
      Stock, as the Committee shall decide in its sole discretion.  If a
      cash payment is made in lieu of shares of Stock, the number of shares
      represented by such payment shall not be available for subsequent issuance
      under
      this Plan.

    


    ARTICLE
      VIII - ADMINISTRATION

    


    The
      Committee shall administer the
      Plan.   All questions of interpretation and application of the
      Plan and Awards shall be subject to the determination of the
      Committee.  A majority of the members of the Committee shall
      constitute a quorum.  All determinations of the Committee shall be
      made by a majority of its members. Any decision or determination reduced to
      writing and signed by a majority of the members shall be as effective as if
      it
      had been made by a majority vote at a meeting properly called and
      held.  This Plan shall be administered in such a manner as to permit
      the Options, which are designated to be Incentive Options, to qualify as
      Incentive Options.  In carrying out its authority under this Plan, the
      Committee shall have full and final authority and discretion, including but
      not
      limited to the following rights, powers and authorities, to:

    


    (a)           
      determine the Eligible Persons to whom and the time or times at which Options
      or
      Awards will be made;

    


    (b)           
      determine the number of shares and the purchase price of Stock covered in each
      Option or Award, subject to the terms of the Plan;

    


    (c)           
      determine the terms, provisions, and conditions of each Option and Award, which
      need not be identical;

    


    (d)           
      accelerate the time at which any outstanding Option or SAR may be exercised,
      or
      Restricted Stock Award will vest;

    


    (e)           
      define the effect, if any, on an Option or Award of the death, disability,
      retirement, or termination of employment of the Employee;

    


    (f)           
      prescribe, amend and rescind rules and regulations relating to administration
      of
      the Plan; and

    


    (g)           
      make all other determinations and take all other actions deemed necessary,
      appropriate, or advisable for the proper administration of this
      Plan.

    


    The
      actions of the Committee in
      exercising all of the rights, powers, and authorities set out in this Article
      and all other Articles of this Plan, when performed in good faith and in its
      sole judgment, shall be final, conclusive and binding on all
      parties.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX - AMENDMENT OR TERMINATION OF PLAN

     

    The
      Board of Directors of the Company
      may amend, terminate or suspend this Plan at any time, in its sole and absolute
      discretion; provided, however, that to the extent required to qualify this
      Plan
      under Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act
      of
      1934, as amended, no amendment that would (a) materially increase the number
      of
      shares of Stock that may be issued under this Plan, (b) materially modify the
      requirements as to eligibility for participation in this Plan, or (c) otherwise
      materially increase the benefits accruing to participants under this Plan,
      shall
      be made without the approval of the Company’s stockholders; provided further,
      however, that to the extent required to maintain the status of any Incentive
      Option under the Code, no amendment that would (a) change the aggregate number
      of shares of Stock which may be issued under Incentive Options, (b) change
      the
      class of employees eligible to receive Incentive Options, or (c) decrease the
      Option price for Incentive Options below the Fair Market Value of the Stock
      at
      the time it is granted, shall be made without the approval of the Company’s
      stockholders.  Subject to the preceding sentence, the Board of
      Directors shall have the power to make any changes in the Plan and in the
      regulations and administrative provisions under it or in any outstanding
      Incentive Option as in the opinion of counsel for the Company may be necessary
      or appropriate from time to time to enable any Incentive Option granted under
      this Plan to continue to qualify as an incentive stock option or such other
      stock option as may be defined under the Code so as to receive preferential
      federal income tax treatment.

    


    ARTICLE
      X - MISCELLANEOUS

    


    10.1           
      No
      Establishment of a Trust Fund.   No property shall be set
      aside nor shall a trust fund of any kind be established to secure the rights
      of
      any Eligible Person under this Plan.  All Eligible Persons shall at
      all times rely solely upon the general credit of the Company for the payment
      of
      any benefit which becomes payable under this Plan.

    


    10.2           
      No
      Employment Obligation.  The granting of any Option or Award
      shall not constitute an employment contract, express or implied, nor impose
      upon
      the Company or any Affiliate any obligation to employ or continue to employ
      any
      Eligible Person.  The right of the Company or any Affiliate to
      terminate the employment of any person shall not be diminished or affected
      by
      reason of the fact that an Option or Award has been granted to him.

    


    10.3           
      Forfeiture.  Notwithstanding
      any other provisions of this Plan, if the Committee finds by a majority vote
      after full consideration of the facts that an Eligible Person, before or after
      termination of his employment with the Company or an Affiliate for any reason
      (a) committed or engaged in fraud, embezzlement, theft, commission of a felony,
      or proven dishonesty in the course of his employment by the Company or an
      Affiliate, which conduct damaged the Company or Affiliate, or disclosed trade
      secrets of the Company or an Affiliate, or (b) participated, engaged in or
      had a
      material, financial, or other interest, whether as an employee, officer,
      director, consultant, contractor, stockholder, owner, or otherwise, in any
      commercial endeavor in the United States which is competitive with the business
      of the Company or an Affiliate without the written consent of the Company or
      Affiliate, the Eligible Person shall forfeit all outstanding Options and all
      outstanding Awards, and including all exercised Options and other situations
      pursuant to which the Company has not yet delivered a stock
      certificate.  Clause (b) shall not be deemed to have been violated
      solely by reason of the Eligible Person’s ownership of stock or securities of
      any publicly owned corporation, if that ownership does not result in effective
      control of the corporation.

    


    The
      decision of the Committee as to the
      cause of an Employee’s discharge, the damage done to the Company or an
      Affiliate, and the extent of an Eligible Person’s competitive activity shall be
      final.  No decision of the Committee, however, shall affect the
      finality of the discharge of the Employee by the Company or an Affiliate in
      any
      manner.

    


    10.4           
      Tax
      Withholding.  The Company or any Affiliate shall be entitled to
      deduct from other compensation payable to each Eligible Person any sums required
      by federal, state, or local tax law to be withheld with respect to the grant
      or
      exercise of an Option or SAR, lapse of restrictions on Restricted Stock, or
      award of Performance Stock.  In the alternative, the Company may
      require the Eligible Person (or other person exercising the Option, SAR or
      receiving the Stock) to pay the sum directly to the employer corporation. If
      the
      Eligible Person (or other person exercising the Option or SAR or receiving
      the
      Stock) is required to pay the sum directly, payment in cash or by check of
      such
      sums for taxes shall be delivered within 10 days after the date of exercise
      or
      lapse of restrictions. The Company shall have no obligation upon exercise of
      any
      Option or lapse of restrictions on Stock until payment has been received, unless
      withholding (or offset against a cash payment) as of or prior to the date of
      exercise or lapse of restrictions is sufficient to cover all sums due with
      respect to that exercise.  The Company and its Affiliates shall not be
      obligated to advise an Eligible Person of the existence of the tax or the amount
      which the employer corporation will be required to withhold.

    


    10.5           
      Written
      Agreement.  Each Option and Award shall be embodied in a
      written agreement which shall be subject to the terms and conditions of this
      Plan and shall be signed by the Eligible Person and by a member of the Committee
      on behalf of the Committee and the Company or an executive officer of the
      Company, other than the Eligible Person, on behalf of the
      Company.  The agreement may contain any other provisions that the
      Committee in its discretion shall deem advisable which are not inconsistent
      with
      the terms of this Plan.

    


    
      
        
        

      

      
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        10.6           
      Indemnification
      of the Committee and the Board of Directors.  With
      respect  to administration of this Plan, the Company shall indemnify
      each present and future member of the Committee and the Board of Directors
      against, and each member of the Committee and the Board of Directors shall
      be
      entitled without further act on his part to indemnity from the Company for,
      all
      expenses (including attorney’s fees, the amount of judgments, and the amount of
      approved settlements made with a view to the curtailment of costs of litigation,
      other than amounts paid to the Company itself) reasonably incurred by him in
      connection with or arising out of any action, suit, or proceeding in which
      he
      may be involved by reason of his being or having been a member of the Committee
      and/or the Board of Directors, whether or not he continues to be a member of
      the
      Committee and/or the Board of Directors at the time of incurring the expenses,
      including, without limitation, matters as to which he shall be finally adjudged
      in any action, suit or proceeding to have been found to have been negligent
      in
      the performance of his duty as a member of the Committee or the Board of
      Directors.  However, this indemnity shall not include any expenses
      incurred by any member of the Committee and/or the Board of Directors in respect
      of matters as to which he shall be finally adjudged in any action, suit or
      proceeding to have been guilty of gross negligence or willful misconduct in
      the
      performance of his duty as a member of the Committee and the Board of
      Directors.  In addition, no right of indemnification under this Plan
      shall be available to or enforceable by any member of the Committee and the
      Board of Directors unless, within 60 days after institution of any action,
      suit
      or proceeding, he shall have offered the Company, in writing, the opportunity
      to
      handle and defend same at its own expense.  This right of
      indemnification shall inure to the benefit of the heirs, executors or
      administrators of each member of the Committee and the Board of Directors and
      shall be in addition to all other rights to which a member of the Committee
      and
      the Board of Directors may be entitled as a matter of law, contract, or
      otherwise.

    


    10.7           
      Gender.  If
      the context requires, words of one gender when used in this Plan shall include
      the others and words used in the singular or plural shall include the
      other.

    


    10.8           
      Headings.  Headings
      of Articles and Sections are included for convenience of reference only and
      do
      not constitute part of the Plan and shall not be used in construing the terms
      of
      the Plan.

    


    10.9           
      Other
      Compensation Plans.  The adoption of this Plan shall not affect
      any other stock option, incentive or other compensation or benefit plans in
      effect for the Company or any Affiliate, nor shall the Plan preclude the Company
      from establishing any other forms of incentive or other compensation for
      employees of the Company or any Affiliate.

    


    10.10                      
      Other
      Options or Awards.  The grant of an Option or Award shall not
      confer upon the Eligible Person the right to receive any future or other Options
      or Awards under this Plan, whether or not Options or Awards may be granted
      to
      similarly situated Eligible Persons, or the right to receive future Options
      or
      Awards upon the same terms or conditions as previously granted.

    


               
      10.11                      
Governing
      Law.  The provisions of this Plan shall be construed,
      administered, and governed under the laws of the State of Texas.

     

     

     

    
      
        
        

      

      
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