Exhibit
      10.1 – 2008 Incentive Compensation Plan

    


    ULTITEK,
      LTD.

    (the
      “Company”)

    


    2008
      INCENTIVE COMPENSATION PLAN

    


    1. PURPOSE

    


    The
      purpose of this 2008 Incentive Compensation Plan of ULTITEK, LTD., is to advance
      the interests of the Company (as herein defined) by encouraging Eligible
      Employees (as herein defined) to acquire shares of the Company, thereby
      increasing their proprietary interest in the Company, encouraging them to remain
      associated with the Company and furnishing them with additional incentive to
      advance the interests of the Company in the conduct of their affairs.


    


    2. DEFINITIONS

    


    As
      used
      herein, the following definitions shall apply:

    


    
      	 	
              (a)

            	
              "Administrator"
                means the Board or a Committee of the Board duly appointed by the
                Board as
                the Administrator hereof.

            


    

    


    
      	 	
              (b)

            	
              "Affiliate"
                and "Associate"
                shall have the respective meanings ascribed to such terms in the
                Securities Act.

            


    

    


    
      	 	
              (c)

            	
              "Applicable
                Laws"
                means the legal requirements relating to the administration of incentive
                compensation plans, if any, under applicable provisions of federal
                securities laws, state corporate and securities laws, the Securities
                Act,
                the rules of any applicable stock exchange or national market system,
                and
                the rules of any foreign jurisdiction applicable to Awards granted
                to
                residents therein. 

            


    

    


    
      	 	
              (d)

            	
              "Award"
                means the grant of Performance Shares or other right or benefit under
                the
                Plan.

            


    

    


    
      	 	
              (e)

            	
              "Award
                Agreement"
                means the written agreement evidencing the grant of an Award executed
                by
                the Company and the Grantee, including any amendments
                thereto.

            


    

    


    
      	 	
              (f)

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

            


    

    


    
      	 	
              (g)

            	
              "Cause"
                means, with respect to the termination by the Company or a Related
                Entity
                of the Grantee's Continuous Service, that such termination is for
                `Cause'
                as such term is expressly defined in a then-effective written agreement
                between the Grantee and the Company or such Related Entity, or in
                the
                absence of such then-effective written agreement and definition,
                is based
                on, in the determination of the Administrator, the
                Grantee's:

            


    

    


    
      	 	 	
              (i)

            	
              refusal
                or failure to act in accordance with any specific, lawful direction
                or
                order of the Company or a Related
                Entity;

            


    

    


    
      	 	 	
              (ii)

            	
              unfitness
                or unavailability for service or unsatisfactory performance (other
                than as
                a result of Disability);

            


    

    


    
      	 	 	
              (iii)

            	
              performance
                of any act or failure to perform any act in bad faith and to the
                detriment
                of the Company or a Related Entity;

            


    

    


    
      	 	 	
              (iv)

            	
              dishonesty,
                intentional misconduct or material breach of any agreement with the
                Company or a Related Entity; or

            


    

    


    
      	 	 	
              (v)

            	
              commission
                of a crime involving dishonesty, breach of trust, or physical or
                emotional
                harm to any person.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (h)

            	
              "Change
                in Control" means
                a change in ownership or control of the Company effected through
                either of
                the following transactions:

            


    

    


    
      	 	 	
              (i)

            	
              the
                direct or indirect acquisition by any person or related group of
                persons
                (other than an acquisition by the Company or by a Company-sponsored
                employee benefit plan or by a person that directly or indirectly
                controls,
                is controlled by, or is under common control with, the Company) of
                beneficial ownership of securities possessing more than fifty percent
                (50%) of
                the total combined voting power of the Company's outstanding securities
                pursuant to a tender or exchange offer made directly to the Company's
                shareholders which a majority of the Continuing Directors who are
                not
                Affiliates or Associates of the offeror do not recommend such shareholders
                accept, or

            


    

    


    
      	 	 	
              (ii)

            	
              a
                change in the composition of the Board over a period of thirty-six
                (36)
                months or less such that a majority of the Board members (rounded
                up to
                the next whole number) ceases, by reason of one or more contested
                elections for Board membership, to be comprised of individuals who
                are
                Continuing Directors. 

            


    

    


    
      	 	
              (i)

            	
              "Committee"
                means any committee appointed by the Board to administer the Plan.
                

            


    

    


    
      	 	
              (j)

            	
              "Common
                Stock"
                means the common stock of the Company.


            


    

    


    
      	 	
              (k)

            	
              "Company"
                means ULTITEK, LTD., a Nevada
                company.

            


    

    


    
      	 	
              (l)

            	
              "Consultant"
                means any person (other than an Employee or solely with respect to
                rendering services in such person's capacity as a Director) who is
                engaged
                by the Company or any Related Entity to render consulting or advisory
                services to the Company or such Related
                Entity.

            


    

    


    
      	 	
              (m)

            	
              "Continuing
                Directors"
                means members of the Board who either (i) have been Board members
                continuously for a period of at least thirty-six (36) months or (ii)
                have
                been Board members for less than thirty-six (36) months and were
                elected
                or nominated for election as Board members by at least a majority
                of the
                Board members described in clause 2.(h)(ii) who were still in office
                at the time such election or nomination was approved by the Board.
                

            


    

    


    
      	 	
              (n)

            	
              "Continuous
                Service"
                means that the provision of services to the Company or a Related
                Entity in
                any capacity of Employee or Consultant is not interrupted or terminated.
                Continuous Service shall not be considered interrupted in the case
                of (i)
                any approved leave of absence, (ii) transfers between locations of
                the
                Company or among the Company, any Related Entity, or any successor,
                in any
                capacity of Employee, Director or Consultant, or (iii) any change
                in
                status as long as the individual remains in the service of the Company
                or
                a Related Entity in any capacity of Employee, Director or Consultant
                (except as otherwise provided in the Award Agreement). An approved
                leave
                of absence shall include sick leave, military leave, or any other
                authorized personal leave. No such leave may exceed ninety (90) days,
                unless reemployment upon expiration of such leave is guaranteed by
                statute
                or contract.

            


    

    


    
      	 	
              (o)

            	
              "Corporate
                Transaction" means
                any of the following transactions:

            


    

    


    
      	 	 	
              (i)

            	
              a
                merger or consolidation in which the Company is not the surviving
                entity,
                except for a transaction the principal purpose of which is to change
                the
                jurisdiction in which the Company is
                organized;

            


    

    


    
      	 	 	
              (ii)

            	
              the
                sale, transfer or other disposition of all or substantially all of
                the
                assets of the Company (including the capital stock of the Company's
                subsidiary corporations) in connection with the complete liquidation
                or
                dissolution of the Company; or

            


    

    


    
      	 	 	
              (iii)

            	
              any
                reverse merger in which the Company is the surviving entity but in
                which
                securities possessing more than fifty percent (50%) of the total
                combined
                voting power of the Company's outstanding securities are transferred
                to a
                person or persons different from those who held such securities
                immediately prior to such
                merger.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (p)

            	
              "Director"
                means a member of the Board or the board of directors of any Related
                Entity.

            


    

    


    
      	 	
              (q)

            	
              "Disability"
                means that a Grantee is unable to carry out the responsibilities
                and
                functions of the position held by the Grantee by reason of any medically
                determinable physical or mental impairment. A Grantee will not be
                considered to have incurred a Disability unless he or she furnishes
                proof
                of such impairment sufficient to satisfy the Administrator in its
                discretion.

            


    

    


    
      	 	
              (r)

            	
              "Eligible
                Employee"
                means any person who is an Employee or a
                Consultant.

            


    

    


    
      	 	
              (s)

            	
              "Employee"
                means any person, including an Officer or Director, who is a full-time
                or
                part-time employee of the Company or any Related Entity.
                

            


    

     

    
      	 	
              (t)

            	
              "Fair
                Market Value"
                means, as of any date, the value of Common Stock determined as
                follows:

            


    

    


    
      	 	 	
              (i)

            	
              Where
                there exists a public market for the Common Stock, the Fair Market
                Value
                shall be (A) the average closing price for a Share for the last seven
                (7) market trading days prior to the time of the determination (or,
                if no
                closing price was reported on those days, on the last seven trading
                days
                on which a closing price was reported) on the stock exchange determined
                by
                the Administrator to be the primary market for the Common Stock or
                the
                NASDAQ National Market, whichever is applicable or (B) if the Common
                Stock is not traded on any such exchange or national market system,
                the
                average of the closing bid and asked prices of a Share on the NASDAQ
                Small
                Cap Market for the seven (7) days prior to the time of the determination
                (or, if no such prices were reported on those days, on the last seven
                days
                on which such prices were reported), in each case, as reported in
                The
                Wall Street Journal
                or
                such other source as the Administrator deems reliable;
                or

            


    

    


    
      	 	 	
              (ii)

            	
              In
                the absence of an established market for the Common Stock of the
                type
                described in 2.(t)(i), above, the Fair Market Value thereof shall
                be
                determined by the Administrator in good
                faith.

            


    

    


    
      	 	
              (u)

            	
              "Grantee"
                means an Eligible Employee who receives an Award pursuant to an Award
                Agreement under the Plan.

            


    

    


    
      	 	
              (v)

            	
              "Insider"
                means:

            


    

    


    
      	 	 	
              (i)

            	
              a
                Director or Senior Officer of the
                Company;

            


    

    


    
      	 	 	
              (ii)

            	
              a
                Director or Senior Officer of a person that is itself an Insider
                or
                Subsidiary of the Company;

            


    

    


    
      	 	 	
              (iii)

            	
              a
                person that has:

            


    

    


    
      	 	 	 	
              A.

            	
              direct
                or indirect beneficial ownership
                of,

            


    

    


    
      	 	 	 	
              B.

            	
              control
                or direction over, or

            


    

    


    
      	 	 	 	
              C.

            	
              a
                combination of direct or indirect beneficial ownership of and control
                or
                direction over

            


    

    


    
      	 	 	 	
              securities
                of the Company carrying more than 10% of the voting rights attached
                to all
                the Company's outstanding voting securities, excluding, for the purpose
                of
                the calculation of the percentage held, any securities held by the
                person
                as underwriter in the course of a distribution,
                or

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	 	
              (iv)

            	
              the
                Company itself, if it has purchased, redeemed or otherwise acquired
                any
                securities of its own issue, for so long as it continues to hold
                those
                securities.

            


    

     

    (w) "Officer"
      means a
      person who is an officer, including a Senior Officer, of the Company or a
      Related Entity within the meaning prescribed to under the Securities Act and
      the
      rules and regulations promulgated thereunder.

    


    
      	 	
              (x)

            	
              "Option"
                means an option to purchase Shares pursuant to an Award Agreement
                granted
                under the Plan.

            


    

    


    
      	 	
              (y)

            	
              "Parent"
                means a "parent corporation", whether now or hereafter existing,
                which
                holds a majority of the voting shares of the
                Company.

            


    

    


    
      	 	
              (z)

            	
              "Performance
                Shares"
                means Shares or an Award denominated in Shares which may be earned
                in
                whole or in part upon attainment of performance criteria established
                by
                the Administrator not to exceed an aggregate of 19,607,493
                Shares.

            


    

    


    
      	 	
              (aa)

            	
              "Performance
                Units"
                means an Award which may be earned in whole or in part upon attainment
                of
                performance criteria established by the Administrator and which may
                be
                settled for cash, Shares or other securities or a combination of
                cash,
                Shares or other securities as established by the Administrator.
                

            


    

    


    
      	 	
              (bb)

            	
              "Plan"
                means this 2008 Incentive Compensation Plan as approved by Board
                consent
                with effect from August 4, 2008.

            


    

    


    
      	 	
              (cc)

            	
              "Related
                Entity"
                means any Parent, Subsidiary and any business, corporation, partnership,
                limited liability company or other entity in which the Company, a
                Parent
                or a Subsidiary holds a substantial ownership interest, directly
                or
                indirectly.

            


    

    


    
      	 	
              (dd)

            	
              "Restricted
                Stock"
                means Shares issued under the Plan to the Grantee for such consideration,
                if any, and subject to such restrictions on transfer, rights of first
                refusal, repurchase provisions, forfeiture provisions, and other
                terms and
                conditions as established by the Administrator.


            


    

    


    
      	 	
              (ee)

            	
              "SAR"
                means a stock appreciation right entitling the Grantee to Shares
                or cash
                compensation, as established by the Administrator, measured by
                appreciation in the value of Common Stock.


            


    

    


    
      	 	
              (ff)

            	
              "Securities
                Act"
                means the Securities Act of 1933, as
                amended.

            


    

    


    
      	 	
              (gg)

            	
              "Senior
                Officer"
                means:

            


    

    


    
      	 	 	
              (i)

            	
              the
                chair or vice chair of the Board, the president, a vice-president,
                the
                secretary, the treasurer or the general manager of the
                Company;

            


    

    


    
      	 	 	
              (ii)

            	
              any
                individual who performs functions for a person similar to those normally
                performed by an individual occupying any office specified in paragraph
                2.(gg)(i) above, and

            


    

    


    
      	 	 	
              (iii)

            	
              the
                five (5) highest paid employees of the Company, including any individual
                referred to in paragraph 2.(gg)(i) or 2.(gg)(ii) and excluding a
                commissioned salesperson who does not act in a managerial
                capacity.

            


    

    


    
      	 	
              (hh)

            	
              "Share"
                means a share of the Common Stock.

            


    

    


    
      	 	
              (ii)

            	
              "Subsidiary"
                means a "subsidiary corporation", whether now or hereafter existing,
                as
                determined by British Columbia corporate
                law.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (jj)

            	
              "Stock
                Incentive Plan"
                means the current stock option plan and any subsequent such plans
                approved
                by the shareholders of the Company.

            


    

    


    
      	 	
              (kk)

            	
              "Related
                Entity Disposition"
                means the sale, distribution or other disposition by the Company
                of all or
                substantially all of the Company's interests in any Related Entity
                effected by a sale, merger or consolidation or other transaction
                involving
                that Related Entity or the sale of all or substantially all of the
                assets
                of that Related Entity. 

            


    

    


    3. OPTIONS
      ISSUED UNDER THE PLAN

    


    All
      Options issued under the Plan shall be subject to the provisions of the Stock
      Incentive Plan.

    


    4. ADMINISTRATION

    


    (a) Plan
      Administrator

    


    
      	 	 	
              (i)

            	
              Administration
                with Respect to Eligible Employees.
                With respect to grants of Awards to Eligible Employees, the Plan
                shall be
                administered by (A) the Board or (B) a Committee designated by the
                Board,
                which Committee shall be constituted in such a manner as to satisfy
                the
                Applicable Laws. Once appointed, such Committee shall continue to
                serve in
                its designated capacity until otherwise directed by the
                Board.

            


    

    


    
      	 	 	
              (ii)

            	
              Administration
                Errors.
                In the event an Award is granted in a manner inconsistent with the
                provisions of this subsection 4(a), such Award shall be presumptively
                valid as of its grant date to the extent permitted by the Applicable
                Laws.
                

            


    

    


    
      	 	
              (b)

            	
              Powers
                of the Administrator.
                Subject to Applicable Laws and the provisions of the Plan (including
                any
                other powers given to the Administrator hereunder), and except as
                otherwise provided by the Board, the Administrator shall have the
                authority, in its discretion:

            


    

    


    
      	 	 	
              (i)

            	
              to
                select the Eligible Employees to whom Awards may be granted from
                time to
                time hereunder;

            


    

    


    
      	 	 	
              (ii)

            	
              to
                determine whether and to what extent Awards are granted
                hereunder;

            


    

    


    
      	 	 	
              (iii)

            	
              to
                determine the number of Performance Shares or the amount of other
                consideration to be covered by each Award granted
                hereunder;

            


    

    


    
      	 	 	
              (iv)

            	
              to
                approve forms of Award Agreements for use under the
                Plan;

            


    

    


    
      	 	 	
              (v)

            	
              to
                determine the terms and conditions of any Award granted
                hereunder;

            


    

    


    


    
      	 	 	
              (vi)

            	
              to
                suspend the right of an Eligible Employee to receive an Award for
                any
                reason that the Administrator considers in the best interest of the
                Company;

            


    

    


    
      	 	 	
              (vii)

            	
              to
                establish additional terms, conditions, rules or procedures to accommodate
                the rules or laws of applicable foreign jurisdictions and to afford
                Grantees favourable treatment under such laws; provided, however,
                that no
                Award shall be granted under any such additional terms, conditions,
                rules
                or procedures with terms or conditions which are inconsistent with
                the
                provisions of the Plan; and 

            


    

    


    
      	 	 	
              (viii)

            	
              to
                take such other action, not inconsistent with the terms of the Plan,
                as
                the Administrator deems appropriate.


            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (c)

            	
              Effect
                of Administrator's Decision.
                All decisions, determinations and interpretations of the Administrator
                shall be conclusive and binding on all persons. However, the Board
                reserves the right to override such decisions, determinations and
                interpretations of the
                Administrator.

            


    

    


    5. ELIGIBILITY

    


    Awards
      may be granted to Eligible Employees. An Eligible Employee, who has been granted
      an Award may, if otherwise eligible, be granted additional Awards. 

    


    6. TERMS
      AND CONDITIONS OF AWARDS

    


    
      	 	
              (a)

            	
              Type
                of Awards.
                The Administrator is authorized under the Plan to award any type
                of
                arrangement to an Eligible Employee that is not inconsistent with
                the
                provisions of the Plan and that by its terms involves or might involve
                the
                issuance of (i) Performance Shares, (ii) an Option, (iii) a SAR or
                similar
                right with a fixed or variable price related to the Fair Market Value
                of
                the Shares and with an exercise or conversion privilege related to
                the
                passage of time, the occurrence of one or more events, or the satisfaction
                of performance criteria or other conditions, (iv) cash or (v) any other
                security with the value derived from the value of the Shares. Such
                Awards
                may include, without limitation, cash, Shares, Options, SARs, Restricted
                Stock, Performance Units or Performance Shares, and an Award may
                consist
                of one such security or benefit, or two (2) or more of them in any
                combination or alternative.

            


    

    


    
      	 	
              (b)

            	
              Designation
                of Award.
                Each Award shall be designated in the Award
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              Conditions
                of Award.
                Subject to the terms of the Plan and Applicable Laws, the Administrator
                shall determine the provisions, terms, and conditions of each Award
                including, but not limited to, the Award vesting schedule, forfeiture
                provisions, form of payment (cash, Shares, or other consideration)
                upon
                settlement of the Award, and satisfaction of any performance criteria.
                The
                performance criteria established by the Administrator may be based
                on any
                one of, or combination of, economic value added, market value added,
                achievement of individual or corporate objectives, or other measures
                of
                performance selected by the Administrator. Partial achievement of
                the
                specified criteria may result in a payment or vesting corresponding
                to the
                degree of achievement as specified in the Award Agreement.
                

            


    

    


    
      	 	
              (d)

            	
              Acquisitions
                and Other Transactions.
                The Administrator may issue Awards under the Plan in settlement,
                assumption or substitution for, outstanding awards or obligations
                to grant
                future awards in connection with the Company or a Related Entity
                acquiring
                another entity, an interest in another entity or an additional interest
                in
                a Related Entity whether by merger, stock purchase, asset purchase
                or
                other form of transaction.

            


    

    


    
      	 	
              (e)

            	
              Deferral
                of Award Payment.
                The Administrator may establish one or more programs under the Plan
                to
                permit selected Grantees the opportunity to elect to defer receipt
                of
                consideration upon an Award, satisfaction of performance criteria,
                or
                other event that absent the election would entitle the Grantee to
                payment
                or receipt of Shares or other consideration under an Award. The
                Administrator may establish the election procedures, the timing of
                such
                elections, the mechanisms for payments of, and accrual of interest
                or
                other earnings, if any, on amounts, Shares or other consideration
                so
                deferred, and such other terms, conditions, rules and procedures
                that the
                Administrator deems advisable for the administration of any such
                deferral
                program.

            


    

    


    
      	 	
              (f)

            	
              Award
                Exchange Programs.
                The Administrator may establish one or more programs under the Plan
                to
                permit selected Grantees to exchange an Award under the Plan for
                one or
                more other types of Awards under the Plan on such terms and conditions
                as
                determined by the Administrator from time to time.
                

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (g)

            	
              Separate
                Programs.
                The Administrator may establish one or more separate programs under
                the
                Plan for the purpose of issuing particular forms of Awards to one
                or more
                classes of Grantees on such terms and conditions as determined by
                the
                Administrator from time to time.

            


    

     

    
      	 	
              (h)

            	
              Term
                of Award.
                The term of each Award shall be the term stated in the Award
                Agreement.

            


    

    


    
      	 	
              (i)

            	
              Transferability
                of Awards.
                Awards shall be transferable to the extent provided in the Award
                Agreement.

            


    

    


    
      	 	
              (j)

            	
              Time
                of Granting Awards.
                The date of grant of an Award shall for all purposes be the date
                on which
                the Administrator makes the determination to grant such Award, or
                such
                other date as is determined by the Administrator. Notice of the grant
                determination shall be given to each Employee or Consultant to whom
                an
                Award is so granted within a reasonable time after the date of such
                grant.

            


    

    


    
      	 	
              (k)

            	
              Termination
                of Continuous Service.
                If Continuous Service is terminated by the Company or a Related Party
                for
                Cause, or by a Grantee voluntarily, any unvested benefits under the
                Plan
                will expire. If Continuous Service is terminated by retirement, death
                or
                Disability of a Grantee, or by the Company for other than Cause,
                unvested
                benefits will be earned in accordance with the vesting schedule in
                the
                Award Agreement.

            


    

    


    
      	 	
              (l)

            	
              Shares
                Reserved.

            


    

    


    (a) Pool. The
      aggregate number of shares of Stock that may be issued under this Plan will
      not
      exceed 19,607,493 (the “Pool”).

    


    (b) Adjustments
      Upon Changes in Stock. In
      the
      event of any change in the outstanding Stock of the Company as a result of
      a
      stock split, reverse stock split, stock dividend, recapitalization, combination
      or reclassification, appropriate proportionate adjustments will be made in:
      (i)
      the aggregate number of shares of Stock in the Pool that may be issued
      hereunder; (ii) other rights and matters determined on a per share basis under
      this Plan hereunder. Any such adjustments will be made only by the Board, and
      when so made will be effective, conclusive and binding for all purposes with
      respect to this Plan. No such adjustments will be required by reason of the
      issuance or sale by the Company for cash or other consideration of additional
      shares of its Stock or securities convertible into or exchangeable for shares
      of
      its Stock.

    


    7. CONDITIONS
      UPON ISSUANCE OF SHARES

    


    
      	 	
              (a)

            	
              Shares
                shall not be issued pursuant to an Award unless such Award and the
                issuance and delivery of such Shares pursuant thereto shall comply
                with
                all Applicable Laws, and shall be further subject to the approval
                of
                counsel for the Company with respect to such
                compliance.

            


    

    


    
      	 	
              (b)

            	
              As
                a condition to an Award, the Company may require the person receiving
                Performance Shares to represent and warrant at the time of any such
                Award
                that the Shares are only for investment and without any present intention
                to sell or distribute such Shares if, in the opinion of counsel for
                the
                Company, such a representation is required by any Applicable Laws.

            


    

    


    
      	
              8.

            	
              CORPORATE
                TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY
                DISPOSITIONS

            


    

    


    Except
      as
      may be provided in an Award Agreement the Administrator shall have the
      authority, exercisable either in advance of any actual or anticipated Corporate
      Transaction, Change in Control or Related Entity Disposition or at the time
      of
      an actual Corporate Transaction, Change in Control or Related Entity Disposition
      at the time of the grant of an Award under the Plan or any time while an Award
      remains outstanding, to provide for the full automatic vesting of one or more
      outstanding unvested Awards under the Plan and the release from restrictions
      on
      transfer and repurchase or forfeiture rights of such Awards in connection with
      a
      Corporate Transaction, Change in Control or Related Entity Disposition, on
      such
      terms and conditions as the Administrator may specify. The Administrator also
      shall have the authority to condition any such Award vesting or release from
      such limitations upon the subsequent termination of the Continuous Service
      of
      the Grantee within a specified period following the effective date of the
      Corporate Transaction, Change in Control or Related Entity Disposition. The
      Administrator may provide that any Awards so vested or released from such
      limitations in connection with a Change in Control or Related Entity Disposition
      shall remain fully vested or released until the termination of the Award.
      Effective upon the consummation of a Corporate Transaction, all outstanding
      Awards under the Plan shall terminate unless assumed by the successor company
      or
      its parent.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    9. EFFECTIVE
      DATE AND TERM OF PLAN

    


    The
      Plan
      shall become effective as of August 4, 2008. It shall continue in effect until
      August 4, 2018 unless sooner terminated. 

    


    10. AMENDMENT,
      SUSPENSION OR TERMINATION OF THE PLAN

    


    
      	 	
              (a)

            	
              The
                Board may at any time amend, suspend or terminate the Plan. To the
                extent
                necessary to comply with Applicable Laws, the Company shall obtain
                shareholder approval of any Plan amendment in such a manner and to
                such a
                degree as required.

            


    

    


    
      	 	
              (b)

            	
              No
                Award may be granted during any suspension of the Plan or after
                termination of the Plan.

            


    

    


    
      	 	
              (c)

            	
              Any
                amendment, suspension or termination of the Plan (including termination
                of
                the Plan under Section 10(a), above) shall not affect Awards already
                granted, and such Awards shall remain in full force and effect as
                if the
                Plan had not been amended, suspended or terminated, unless mutually
                agreed
                otherwise between the Grantee and the Administrator, which agreement
                must
                be in writing and signed by the Grantee and the
                Company.

            


    

    


    
      	
              11.

            	
              NO
                EFFECT ON TERMS OF EMPLOYMENT/CONSULTING
                RELATIONSHIP

            


    

    


    The
      Plan
      shall not confer upon any Grantee any right with respect to the Grantee's
      Continuous Service, nor shall it interfere in any way with his or her right
      or
      the Company's right to terminate the Grantee's Continuous Service at any time,
      with or without Cause.

    


    12. NO
      EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS

    


    Except
      as
      specifically provided in a retirement or other benefit plan of the Company
      or a
      Related Entity, Awards shall not be deemed compensation for purposes of
      computing benefits or contributions under any retirement plan of the Company
      or
      a Related Entity, and shall not affect any benefits under any other benefit
      plan
      of any kind or any benefit plan subsequently instituted under which the
      availability or amount of benefits is related to level of
      compensation.

    


    13. GOVERNING
      LAW

    


    The
      Plan
      shall be governed by the laws of the State of New Jersey and the Federal laws
      of
      the United States applicable therein; provided, however, that any Award
      Agreement may provide by its terms that it shall be governed by the laws of
      any
      other jurisdiction as may be deemed appropriate by the parties
      thereto.