Unassociated Document


    EXHIBIT
      4.3

     

    PURE
      BIOFUELS CORP.

    STOCK
      INCENTIVE PLAN

     

    1. Establishment,
      Purpose and Types of Awards

     

    PURE
      BIOFUELS CORP., a Nevada corporation (the “Company”),
      hereby establishes the PURE BIOFUELS CORP. STOCK INCENTIVE PLAN
      (the “Plan”).
      The
      purpose of the Plan is to promote the long-term growth and profitability of
      the
      Company by (i) providing key people with incentives to improve stockholder
      value and to contribute to the growth and financial success of the Company
      through their future services, and (ii) enabling the Company to attract,
      retain and reward the best-available persons. This Plan is a continuation,
      and
      an amendment and restatement, of the Company’s 2006 Stock Option and Award Plan,
      the provisions of which shall continue to control with respect to any options
      or
      stock awards outstanding thereunder to the extent necessary to avoid
      establishment of a new measurement date for financial accounting purposes and
      to
      preserve the status of any options that are intended to qualify as “incentive
      stock options” within the meaning of Section 422 of the Internal Revenue
      Code. This Plan reflects a further amendment to the Plan to increase the maximum
      aggregate number of shares of Common Stock that may be issued with respect
      to
      Awards granted under the Plan from 18,000,000 to 21,000,000 shares of Common
      Stock.

     

    The
      Plan
      permits the granting of stock options (including incentive stock options
      qualifying under Code section 422 and nonstatutory stock options), stock
      appreciation rights, restricted or unrestricted stock awards, phantom stock,
      performance awards, other stock-based awards, or any combination of the
      foregoing.

     

    2. Definitions

     

    Under
      this Plan, except where the context otherwise indicates, the following
      definitions apply:

     

    (a) “Administrator”
means
      the Board or the committee(s) or officer(s) appointed by the Board that have
      authority to administer the Plan as provided in Section 3
      hereof.

     

    (b) “Affiliate”
means
      any entity, whether now or hereafter existing, which controls, is controlled
      by,
      or is under common control with, the Company (including, but not limited to,
      joint ventures, limited liability companies, and partnerships). For this
      purpose, “control”
shall
      mean ownership of 50% or more of the total combined voting power or value of
      all
      classes of stock or interests of the entity, or the power to direct the
      management and policies of the entity, by contract or otherwise.

     

    (c) “Award” means
      any
      stock option, stock appreciation right, stock award, phantom stock award,
      performance award, or other stock-based award.

     

    (d) “Board”
means
      the Board of Directors of the Company.

     

    (e) “Change
      in Control” means:
      (i) the acquisition (other than from the Company) by any Person, as defined
      in this Section 2(e), of the beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)
      of
      50% or more of (A) the then outstanding shares of the securities of the
      Company, or (B) the combined voting power of the then outstanding
      securities of the Company entitled to vote generally in the election of
      directors (the “Company
      Voting Stock”);
      (ii) the closing of a sale or other conveyance of all or substantially all
      of the assets of the Company; or (iii) the effective time of any merger,
      share exchange, consolidation, or other business combination involving the
      Company if immediately after such transaction persons who hold a majority of
      the
      outstanding voting securities entitled to vote generally in the election of
      directors of the surviving entity (or the entity owning 100% of such surviving
      entity) are not persons who, immediately prior to such transaction, held the
      Company Voting Stock;
      provided,
      however,
      that
      for purposes of any Award or subplan that constitutes a “nonqualified deferred
      compensation plan,” within the meaning of Code section 409A, the
      Administrator, in its discretion, may specify a different definition of Change
      in Control in order to comply with the provisions of Code section 409A. For
      purposes of this Section 2(e), a “Person”
means
      any individual, entity or group within the meaning of Section 13(d)(3) or
      14(d)(2) of the Securities Exchange Act of 1934, as amended, other than:
      employee benefit plans sponsored or maintained by the Company and by entities
      controlled by the Company or an underwriter of the Common Stock in a registered
      public offering.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) “Code” means
      the
      Internal Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder.

     

    (g) “Common
      Stock” means
      shares of common stock of the Company, par value of $0.001 per
      share.

     

    (h) “Fair
      Market Value” means,
      with respect to a share of the Company’s Common Stock for any purpose on a
      particular date, the value determined by the Administrator in good faith.
      However, if the Common Stock is registered under Section 12(b) or 12(g) of
      the Securities Exchange Act of 1934, as amended, and listed for trading on
      a
      national exchange or market, “Fair
      Market Value”
means,
      as applicable, (i) either the closing price or the average of the high and
      low sale price on the relevant date, as determined in the Administrator’s
      discretion, quoted on the New York Stock Exchange, the American Stock Exchange,
      the Nasdaq Global Select Market, or the Nasdaq Global Market; (ii) the last
      sale price on the relevant date quoted on the Nasdaq Capital Market;
      (iii) the average of the high bid and low asked prices on the relevant date
      quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation
      Bureau, Inc. or a comparable service as determined in the Administrator’s
      discretion; or (iv) if the Common Stock is not quoted by any of the above,
      the average of the closing bid and asked prices on the relevant date furnished
      by a professional market maker for the Common Stock, or by such other source,
      selected by the Administrator. If no public trading of the Common Stock occurs
      on the relevant date but the shares are so listed, then Fair Market Value shall
      be determined as of the next preceding date on which trading of the Common
      Stock
      does occur. For all purposes under this Plan, the term “relevant
      date”
as
      used
      in this Section 2(h) means either the date as of which Fair Market Value is
      to be determined or the next preceding date on which public trading of the
      Common Stock occurs, as determined in the Administrator’s
      discretion.

     

    (i) “Grant
      Agreement”
means
      a
      written document memorializing the terms and conditions of an Award granted
      pursuant to the Plan and which shall incorporate the terms of the
      Plan.

     

    3. Administration

     

    (a) Administration
      of the Plan.
      The Plan
      shall be administered by the Board or by such committee or committees as may
      be
      appointed by the Board from time to time. To the extent allowed by applicable
      state law, the Board by resolution may authorize an officer or officers to
      grant
      Awards (other than Stock Awards) to other officers and employees of the Company
      and its Affiliates, and, to the extent of such authorization, such officer
      or
      officers shall be the Administrator.

     

    (b) Powers
      of the Administrator.
      The
      Administrator shall have all the powers vested in it by the terms of the Plan,
      such powers to include authority, in its sole and absolute discretion, to grant
      Awards under the Plan, prescribe Grant Agreements evidencing such Awards and
      establish programs for granting Awards.

     

    The
      Administrator shall have full power and authority to take all other actions
      necessary to carry out the purpose and intent of the Plan, including, but not
      limited to, the authority to: (i) determine the eligible persons to whom,
      and the time or times at which Awards shall be granted; (ii) determine the
      types of Awards to be granted; (iii) determine the number of shares to be
      covered by or used for reference purposes for each Award; (iv) impose such
      terms, limitations, restrictions and conditions upon any such Award as the
      Administrator shall deem appropriate; (v) modify, amend, extend or renew
      outstanding Awards, or accept the surrender of outstanding Awards and substitute
      new Awards (provided,
      however,
      that,
      except as provided in Section 6 or 7(d) of the Plan, any modification that
      would materially adversely affect any outstanding Award shall not be made
      without the consent of the holder); (vi) accelerate or otherwise change the
      time in which an Award may be exercised or becomes payable and to waive or
      accelerate the lapse, in whole or in part, of any restriction or condition
      with
      respect to such Award, including, but not limited to, any restriction or
      condition with respect to the vesting or exercisability of an Award following
      termination of any grantee’s employment or other relationship with the Company;
      (vii) establish objectives and conditions, if any, for earning Awards and
      determining whether Awards will be paid with respect to a performance period;
      and (viii) for any purpose, including but not limited to, qualifying for
      preferred tax treatment under foreign tax laws or otherwise complying with
      the
      regulatory requirements of local or foreign jurisdictions, to establish, amend,
      modify, administer or terminate sub-plans, and prescribe, amend and rescind
      rules and regulations relating to such sub-plans.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Administrator shall have full power and authority, in its sole and absolute
      discretion, to administer, construe and interpret the Plan, Grant Agreements
      and
      all other documents relevant to the Plan and Awards issued thereunder, to
      establish, amend, rescind and interpret such rules, regulations, agreements,
      guidelines and instruments for the administration of the Plan and for the
      conduct of its business as the Administrator deems necessary or advisable,
      and
      to correct any defect, supply any omission or reconcile any inconsistency in
      the
      Plan or in any Award in the manner and to the extent the Administrator shall
      deem it desirable to carry it into effect.

     

    (c) Non-Uniform
      Determinations.
      The
      Administrator’s determinations under the Plan (including without limitation,
      determinations of the persons to receive Awards, the form, amount and timing
      of
      such Awards, the terms and provisions of such Awards and the Grant Agreements
      evidencing such Awards) need not be uniform and may be made by the Administrator
      selectively among persons who receive, or are eligible to receive, Awards under
      the Plan, whether or not such persons are similarly situated.

     

    (d) Limited
      Liability. To
      the
      maximum extent permitted by law, no member of the Administrator shall be liable
      for any action taken or decision made in good faith relating to the Plan or
      any
      Award thereunder.

     

    (e) Indemnification.
      To the
      maximum extent permitted by law and by the Company’s charter and by-laws, the
      members of the Administrator shall be indemnified by the Company in respect
      of
      all their activities under the Plan.

     

    (f) Effect
      of Administrator’s Decision.
      All
      actions taken and decisions and determinations made by the Administrator on
      all
      matters relating to the Plan pursuant to the powers vested in it hereunder
      shall
      be in the Administrator’s sole and absolute discretion and shall be conclusive
      and binding on all parties concerned, including the Company, its stockholders,
      any participants in the Plan and any other employee, consultant, or director
      of
      the Company, and their respective successors in interest.

     

    4. Shares
      Available for the Plan; Maximum Awards

     

    Subject
      to adjustments as provided in Section 7(d)
      of the Plan, the shares of Common Stock that may be issued with respect to
      Awards granted under the Plan shall not exceed an aggregate of 21,000,000 shares
      of Common Stock. The Company shall reserve such number of shares for Awards
      under the Plan, subject to adjustments as provided in Section 7(d)
      of the Plan. If any Award, or portion of an Award, under the Plan expires or
      terminates unexercised, becomes unexercisable, is settled in cash without
      delivery of shares of Common Stock, or is forfeited or otherwise terminated,
      surrendered or canceled as to any shares, or if any shares of Common Stock
      are
      repurchased by or surrendered to the Company in connection with any Award
      (whether or not such surrendered shares were acquired pursuant to any Award),
      or
      if any shares are withheld by the Company, the shares subject to such Award
      and
      the repurchased, surrendered and withheld shares shall thereafter be available
      for further Awards under the Plan; provided, however, that any such shares
      that
      are surrendered to or repurchased or withheld by the Company in connection
      with
      any Award or that are otherwise forfeited after issuance shall not be available
      for purchase pursuant to incentive stock options intended to qualify under
      Code
      section 422.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Subject
      to adjustments as provided in Section 7(d) of the Plan, the maximum number
      of shares of Common Stock subject to Awards of any combination that may be
      granted during any one fiscal year of the Company to
      any
      one individual under this Plan shall be limited to 4,000,000 shares. Such
      per-individual limit shall not be adjusted to effect a restoration of shares
      of
      Common Stock with respect to which the related Award is terminated, surrendered
      or canceled.

     

    5. Participation

     

    Participation
      in the Plan shall be open to all employees, officers, and directors of, and
      other individuals providing bona fide services to or for, the Company, or of
      any
      Affiliate of the Company, as may be selected by the Administrator from time
      to
      time. The Administrator may also grant Awards to individuals in connection
      with
      hiring, retention or otherwise, prior to the date the individual first performs
      services for the Company or an Affiliate, provided that such Awards shall not
      become vested or exercisable, and no shares shall be issued to such individual,
      prior to the date the individual first commences performance of such
      services.

     

    6. Awards

     

    The
      Administrator, in its sole discretion, establishes the terms of all Awards
      granted under the Plan. Awards may be granted individually or in tandem with
      other types of Awards, concurrently with or with respect to outstanding Awards.
      All Awards are subject to the terms and conditions provided in the Grant
      Agreement. The Administrator may permit or require a recipient of an Award
      to
      defer such individual’s receipt of the payment of cash or the delivery of Common
      Stock that would otherwise be due to such individual by virtue of the issuance
      of, exercise of, payment of, or lapse or waiver of restrictions respecting,
      any
      Award. If any such payment deferral is required or permitted, the Administrator
      shall, in its sole discretion, establish rules and procedures for such payment
      deferrals.

     

    (a) Stock
      Options.
      The
      Administrator may from time to time grant to eligible participants Awards of
      incentive stock options as that term is defined in Code section 422 or
      nonstatutory stock options; provided,
      however,
      that
      Awards of incentive stock options shall be limited to employees of the Company
      or of any current or hereafter existing “parent
      corporation”
or
      “subsidiary
      corporation,”
as
      defined in Code sections 424(e) and (f), respectively, of the Company and
      any other individuals who are eligible to receive incentive stock options under
      the provisions of Code section 422. Options intended to qualify as
      incentive stock options under Code section 422 must have an exercise price
      at least equal to Fair Market Value as of the date of grant, but nonstatutory
      stock options may be granted with an exercise price less than Fair Market Value.
      No stock option shall be an incentive stock option unless so designated by
      the
      Administrator at the time of grant or in the Grant Agreement evidencing such
      stock option.

     

    (b) Stock
      Appreciation Rights. The
      Administrator may from time to time grant to eligible participants Awards of
      Stock Appreciation Rights (“SAR”).
      An
      SAR entitles the grantee to receive, subject to the provisions of the Plan
      and
      the Grant Agreement, a payment having an aggregate value equal to the product
      of
      (i) the excess of (A) the Fair Market Value on the exercise date of one share
      of
      Common Stock over (B) the base price per share specified in the Grant Agreement,
      times (ii) the number of shares specified by the SAR, or portion thereof, which
      is exercised. The base price per share specified in the Grant Agreement shall
      not be less than the lower of the Fair Market Value on the grant date or the
      exercise price of any tandem stock option Award to which the SAR is related.
      Payment by the Company of the amount receivable upon any exercise of an SAR
      may
      be made by the delivery of Common Stock or cash, or any combination of Common
      Stock and cash, as determined in the sole discretion of the Administrator.
      If
      upon settlement of the exercise of an SAR a grantee is to receive a portion
      of
      such payment in shares of Common Stock, the number of shares shall be determined
      by dividing such portion by the Fair Market Value of a share of Common Stock
      on
      the exercise date. No fractional shares shall be used for such payment and
      the
      Administrator shall determine whether cash shall be given in lieu of such
      fractional shares or whether such fractional shares shall be
      eliminated.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Stock
      Awards. The
      Administrator may from time to time grant restricted or unrestricted stock
      Awards to eligible participants in such amounts, on such terms and conditions,
      and for such consideration, including no consideration or such minimum
      consideration as may be required by law, as it shall determine. A stock Award
      may be paid in Common Stock, in cash, or in a combination of Common Stock and
      cash, as determined in the sole discretion of the Administrator.

     

    (d) Phantom
      Stock.
      The
      Administrator may from time to time grant Awards to eligible participants
      denominated in stock-equivalent units (“phantom
      stock”)
      in
      such amounts and on such terms and conditions as it shall determine. Phantom
      stock units granted to a participant shall be credited to a bookkeeping reserve
      account solely for accounting purposes and shall not require a segregation
      of
      any of the Company’s assets. An Award of phantom stock may be settled in Common
      Stock, in cash, or in a combination of Common Stock and cash, as determined
      in
      the sole discretion of the Administrator. Except as otherwise provided in the
      applicable Grant Agreement, the grantee shall not have the rights of a
      stockholder with respect to any shares of Common Stock represented by a phantom
      stock unit solely as a result of the grant of a phantom stock unit to the
      grantee.

     

    (e) Performance
      Awards.
      The
      Administrator may, in its discretion, grant performance awards which become
      payable on account of attainment of one or more performance goals established
      by
      the Administrator. Performance awards may be paid by the delivery of Common
      Stock or cash, or any combination of Common Stock and cash, as determined in
      the
      sole discretion of the Administrator. Performance goals established by the
      Administrator may be based on the Company’s or an Affiliate’s operating income
      or one or more other business criteria selected by the Administrator that apply
      to an individual or group of individuals, a business unit, or the Company or
      an
      Affiliate as a whole, over such performance period as the Administrator may
      designate.

     

    (f) Other
      Stock-Based Awards.
      The
      Administrator may from time to time grant other stock-based awards to eligible
      participants in such amounts, on such terms and conditions, and for such
      consideration, including no consideration or such minimum consideration as
      may
      be required by law, as it shall determine. Other stock-based awards may be
      denominated in cash, in Common Stock or other securities, in stock-equivalent
      units, in stock appreciation units, in securities or debentures convertible
      into
      Common Stock, or in any combination of the foregoing and may be paid in Common
      Stock or other securities, in cash, or in a combination of Common Stock or
      other
      securities and cash, all as determined in the sole discretion of the
      Administrator.

     

    7. Miscellaneous

     

    (a) Withholding
      of Taxes.
      Grantees and holders of Awards shall pay to the Company or its Affiliate, or
      make provision satisfactory to the Administrator for payment of, any taxes
      required to be withheld in respect of Awards under the Plan no later than the
      date of the event creating the tax liability. The Company or its Affiliate
      may,
      to the extent permitted by law, deduct any such tax obligations from any payment
      of any kind otherwise due to the grantee or holder of an Award. In the event
      that payment to the Company or its Affiliate of such tax obligations is made
      in
      shares of Common Stock, such shares shall be valued at Fair Market Value on
      the
      applicable date for such purposes and shall not exceed in amount the minimum
      statutory tax withholding obligation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Loans.
      To the
      extent otherwise permitted by law, the Company or its Affiliate may make or
      guarantee loans to grantees to assist grantees in exercising Awards and
      satisfying any withholding tax obligations.

     

    (c) Transferability.
      Except
      as otherwise determined by the Administrator, and in any event in the case
      of an
      incentive stock option or a stock appreciation right granted with respect to
      an
      incentive stock option, no Award granted under the Plan shall be transferable
      by
      a grantee otherwise than by will or the laws of descent and distribution. Unless
      otherwise determined by the Administrator in accord with the provisions of
      the
      immediately preceding sentence, an Award may be exercised during the lifetime
      of
      the grantee, only by the grantee or, during the period the grantee is under
      a
      legal disability, by the grantee’s guardian or legal
      representative.

     

    (d) Adjustments
      for Corporate Transactions and Other Events.

     

    
      	 	
              (i)

            	
              Stock
                Dividend, Stock Split and Reverse Stock Split. In
                the event of a stock dividend of, or stock split or reverse stock
                split
                affecting, the Common Stock, (A) the maximum number of shares of such
                Common Stock as to which Awards may be granted under this Plan and
                the
                maximum number of shares with respect to which Awards may be granted
                during any one fiscal year of the Company to any individual, as provided
                in Section 4 of the Plan, and (B) the number of shares covered
                by and the exercise price and other terms of outstanding Awards,
                shall,
                without further action of the Board, be adjusted to reflect such
                event.
                The Administrator may make adjustments, in its discretion, to address
                the
                treatment of fractional shares and fractional cents that arise with
                respect to outstanding Awards as a result of the stock dividend,
                stock
                split or reverse stock split.

            


    

     

    
      	 	
              (ii)

            	
              Non-Change
                in Control Transactions. Except
                with respect to the transactions set forth in Section 7(d)(i), in the
                event of any change affecting the Common Stock, the Company or its
                capitalization, by reason of a spin-off, split-up, dividend,
                recapitalization, merger, consolidation or share exchange, other
                than any
                such change that is part of a transaction resulting in a Change in
                Control
                of the Company, the Administrator shall, without the consent of the
                holders of the Awards, make (A) appropriate adjustments to the
                maximum number and kind of shares reserved for issuance or with respect
                to
                which Awards may be granted under the Plan, in the aggregate and
                with
                respect to any individual during any one fiscal year of the Company,
                as
                provided in Section 4 of the Plan; and may make (B) any other
                adjustments in outstanding Awards, including but not limited to modifying
                the number, kind and price of securities subject to
                Awards.

            


    

     

    
      	 	
              (iii)

            	
              Change
                in Control Transactions. In
                the event of any transaction resulting in a Change in Control of
                the
                Company, outstanding stock options and other Awards that are payable
                in or
                convertible into Common Stock under this Plan will terminate upon
                the
                effective time of such Change in Control unless provision is made
                in
                connection with the transaction for the continuation or assumption
                of such
                Awards by, or for the substitution of the equivalent awards of, the
                surviving or successor entity or a parent thereof. In the event of
                such
                termination, the holders of stock options and other Awards under
                the Plan
                will be permitted, immediately before the Change in Control, to exercise
                or convert all portions of such stock options or other Awards under
                the
                Plan that are then exercisable or convertible or which become exercisable
                or convertible upon or prior to the effective time of the Change
                in
                Control.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (iv)

            	
              Unusual
                or Nonrecurring Events. The
                Administrator is authorized to make, in its discretion and without
                the
                consent of holders of Awards, adjustments in the terms and conditions
                of,
                and the criteria included in, Awards in recognition of unusual or
                nonrecurring events affecting the Company, or the financial statements
                of
                the Company or any Affiliate, or of changes in applicable laws,
                regulations, or accounting principles, whenever the Administrator
                determines that such adjustments are appropriate in order to prevent
                dilution or enlargement of the benefits or potential benefits intended
                to
                be made available under the Plan. 

            


    

     

    (e) Substitution
      of Awards in Mergers and Acquisitions. Awards
      may be granted under the Plan from time to time in substitution for awards
      held
      by employees, officers, consultants or directors of entities who become or
      are
      about to become employees, officers, consultants or directors of the Company
      or
      an Affiliate as the result of a merger or consolidation of the employing entity
      with the Company or an Affiliate, or the acquisition by the Company or an
      Affiliate of the assets or stock of the employing entity. The terms and
      conditions of any substitute Awards so granted may vary from the terms and
      conditions set forth herein to the extent that the Administrator deems
      appropriate at the time of grant to conform the substitute Awards to the
      provisions of the awards for which they are substituted.

     

    (f) Termination,
      Amendment and Modification of the Plan.
      The
      Board may terminate, amend or modify the Plan or any portion thereof at any
      time. Except as otherwise determined by the Board, termination of the Plan
      shall
      not affect the Administrator’s ability to exercise the powers granted to it
      hereunder with respect to Awards granted under the Plan prior to the date of
      such termination.

     

    (g) Non-Guarantee
      of Employment or Service.
      Nothing
      in the Plan or in any Grant Agreement thereunder shall confer any right on
      an
      individual to continue in the service of the Company or shall interfere in
      any
      way with the right of the Company to terminate such service at any time with
      or
      without cause or notice and whether or not such termination results in
      (i) the failure of any Award to vest; (ii) the forfeiture of any
      unvested or vested portion of any Award; and/or (iii) any other adverse
      effect on the individual’s interests under the Plan.

     

    (h) No
      Trust or Fund Created.
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company and
      a
      grantee or any other person. To the extent that any grantee or other person
      acquires a right to receive payments from the Company pursuant to an Award,
      such
      right shall be no greater than the right of any unsecured general creditor
      of
      the Company.

     

    (i) Governing
      Law.
      The
      validity, construction and effect of the Plan, of Grant Agreements entered
      into
      pursuant to the Plan, and of any rules, regulations, determinations or decisions
      made by the Administrator relating to the Plan or such Grant Agreements, and
      the
      rights of any and all persons having or claiming to have any interest therein
      or
      thereunder, shall be determined exclusively in accordance with applicable
      federal laws and the laws of the State of Nevada, without regard to its conflict
      of laws principles.

     

    (j) Effective
      Date; Termination Date.
      The
      Plan is effective as of the date on which the Plan is adopted by the Board,
      subject to approval of the stockholders within twelve months before or after
      such date. No Award shall be granted under the Plan after the close of business
      on the day immediately preceding the tenth anniversary of the effective date
      of
      the Plan, or if earlier, the tenth anniversary of the date this Plan is approved
      by the stockholders. Subject to other applicable provisions of the Plan, all
      Awards made under the Plan prior to such termination of the Plan shall remain
      in
      effect until such Awards have been satisfied or terminated in accordance with
      the Plan and the terms of such Awards.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    PLAN
      APPROVAL

     

    Date
      Approved by the Board: June 11, 2007

     

    Date
      Approved by the Stockholders: ______________________