f8k013009ex10i_bioneut.htm


    Exhibit 10.1


    
      BIONEUTRAL
GROUP, INC.

      2009
Stock Incentive Plan

      Effective
January __, 2009

      


      SECTION 1

      General
Provisions Relating to

      Plan
Governance, Coverage and Benefits

      


      1.1           Background
and Purpose

      


      BioNeutral
Group, Inc., a Nevada corporation, (the “Company”) established
and adopted the BioNeutral Group, Inc. 2009 Stock Incentive Plan (the “Plan”) effective as
of January __, 2009 for the benefit of the Company and the participants in the
Plan.

      


      The
purpose of the Plan is to foster and promote the long-term financial success of
the Company and to increase stockholder value by: (a) encouraging the
commitment and retention of selected key Employees and Outside Directors,
(b) motivating superior performance of key Employees and Outside Directors
by means of long-term incentives, (c) encouraging and providing key
Employees and Outside Directors with a program for obtaining ownership interests
in the Company that link and align their personal interests to those of the
Company’s stockholders, (d) maintaining competitive compensation levels,
thereby attracting and retaining key Employees and Outside Directors by
providing competitive compensation opportunities, and (e) enabling key
Employees and Outside Directors to share in the long-term growth and success of
the Company.

      


      The Plan
will remain in effect, subject to the right of the Board to amend or terminate
the Plan at any time, until the earlier of the date that (a) all Shares
subject to the Plan have been purchased or acquired according to its provisions
or (b) the Plan terminates pursuant to this Agreement.

      


      1.2           Definitions

      


      The
following terms shall have the meanings set forth below:

      


      
        	 
      	
                (a)

              	
                Authorized Officer. The
      Chairman of the Board, the CEO or any other senior officer of the Company
      to whom either of them delegate the authority to execute any Incentive
      Agreement for and on behalf of the Company. No officer or director shall
      be an Authorized Officer with respect to any Incentive Agreement for
      himself.

              


      

      


      
        	 
      	
                (b)

              	
                Board. The Board of
      Directors of the Company.

              


      

      


      
        	 
      	
                (c)

              	
                Cause. Unless otherwise
      provided in the applicable Incentive Agreement, when used in connection
      with the termination of a Grantee’s Employment, “Cause” shall mean the
      termination of the Grantee’s Employment by the Company or any Subsidiary
      by reason of:

              


      

      


      
        	 
      	
                (i) 

              	
                the
      conviction of the Grantee by a court of competent jurisdiction as to which
      no further appeal can be taken of a crime involving moral turpitude or a
      felony or entering the plea of nolo contendere to such
      crime by Grantee;

              


      

      


      
        	 
      	
                (ii) 

              	
                the
      commission by the Grantee of a material act of fraud upon the Company or
      any Parent or Subsidiary;

              


      

      


      
        	 
      	
                (iii) 

              	
                the
      material misappropriation by the Grantee of any funds or other property of
      the Company or any Parent or
Subsidiary;

              


      

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (iv) 

              	
                the
      knowing engagement by the Grantee without the written approval of the
      Board, in any material activity which directly competes with the business
      of the Company or any Parent or Subsidiary, or which would directly result
      in a material injury to the business or reputation of the Company or any
      Parent or Subsidiary; or

              


      

      


      
        	 
      	
                (v) 

              	
                with
      respect to any Grantee who is an Employee (A) a material breach by
      Employee during his employment period of any of the restrictive covenants
      set out in his employment agreement with the Company or any Parent or
      Subsidiary, if applicable, or (B) the willful, material and repeated
      nonperformance of Employee’s duties to the Company or any Parent or
      Subsidiary (other than by reason of Employee’s illness or incapacity), but
      Cause shall not exist under this clause; or (v)(A) or (v)(B) until after
      written notice from the Board has been given to Employee of such material
      breach or nonperformance (which notice specifically identifies the manner
      and sets forth specific facts, circumstances and examples in which the
      Board believes that Employee has breached the agreement or not
      substantially performed his duties) and Employee has failed to cure such
      alleged breach or nonperformance within the time period set by the Board,
      but in no event less than thirty (30) business days after his receipt
      of such notice; and, for purposes of this clause (v), no act or
      failure to act on Employee’s part shall be deemed “willful” unless it is
      done or omitted by Employee not in good faith and without his reasonable
      belief that such action or omission was in the best interest of the
      Company (assuming disclosure of the pertinent facts, any action or
      omission by Employee after consultation with, and in accordance with the
      advice of, legal counsel reasonably acceptable to the Company shall be
      deemed to have been taken in good faith and to not be willful for purposes
      of this definition of “Cause”).

              


      

      


      
        	 
      	
                (d) 

              	
                CEO. The Chief
      Executive Officer of the Company.

              


      

      


      
        
          	 
      	
                  (e) 

                	
                  Change in Control. Any
      of the events described in and subject to Section 5.8.

                


        

      

      


      
        	 
      	
                (f)

              	
                Code.  The
      Internal Revenue Code of 1986, as amended, and the regulations and other
      authority promulgated thereunder.  References herein to any
      provision of the Code shall refer to any successor provision
      thereto.

              


      

      


      
        	 
      	
                (g) 

              	
                Committee. A committee
      appointed by the Board to administer the Plan. The Plan shall be
      administered by the Compensation Committee appointed by the Board
      consisting of not less than three directors who fulfill the “non-employee
      director” requirements of Rule 16b-3 under the Exchange Act and the
      “outside director” requirements of Code Section 162(m).  The
      Compensation Committee of the Board may appoint a subcommittee provided
      that, in all events, the members of the Committee for purposes of the Plan
      satisfy the requirements of the previous provisions of this
      paragraph.

              


      

      


      The Board
shall have the power to fill vacancies on the Committee arising by resignation,
death, removal or otherwise. The Board, in its sole discretion, may divide the
powers and duties of the Committee among one or more separate committees, or
retain all powers and duties of the Committee in a single Committee. The members
of the Committee shall serve at the discretion of the Board.

      


      Notwithstanding
the preceding paragraphs of this Section 1.2(g),
the term “Committee” as used in the Plan with respect to any Incentive Award for
an Outside Director shall refer to the entire Board. In the case of an Incentive
Award for an Outside Director, the Board shall have all the powers and
responsibilities of the Committee hereunder as to such Incentive Award, and any
actions as to such Incentive Award may be acted upon only by the Board (unless
it otherwise designates in its discretion). When the Board exercises its
authority to act in the capacity as the


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Committee
hereunder with respect to an Incentive Award for an Outside Director, it shall
so designate with respect to any action that it undertakes in its capacity as
the Committee.

      


      
        	 
      	
                (h) 

              	
                Common Stock. The
      common stock of the Company, $0.00001 par value per share and any class of
      common stock into which such common shares may hereafter be converted,
      reclassified or recapitalized.

              


      

      


      
        	 
      	
                (i) 

              	
                Company. BioNeutral
      Group, Inc. and any successor in interest
  thereto.

              


      

      


      
        	 
      	
                (j) 

              	
                Covered Employee. A
      named executive officer who is one of the group of covered employees, as
      defined in Code Section 162(m) and Treasury Regulation
      § 1.162-27(c) (or its successor), during any period that the Company
      is a Publicly Held Corporation.

              


      

      


      
        	 
      	
                (k) 

              	
                Disability.  Disability
      means that the Grantee, because of ill health, physical or mental
      disability or any other reason beyond his control, is unable to perform
      his employment duties for a period of six (6) continuous months, as
      determined in good faith by the Committee. A determination of Disability
      may be made by a physician selected or approved by the Committee and, in
      this respect, the Grantee shall submit to any reasonable examination(s)
      required by such physician upon request.  Notwithstanding the
      foregoing provisions of this paragraph, in the event any Incentive Award
      is subject to Code Section 409A, then, in lieu of the foregoing definition
      and to the extent necessary to comply with the requirements of Code
      Section 409A, the definition of “Disability” for purposes of such
      Incentive Award shall be the definition of “disability” provided for under
      Code Section 409A and the regulations or other guidance issued
      thereunder.

              


      

      


      
        	 
      	
                (l) 

              	
                Employee. Any employee
      of the Company within the meaning of Code Section 3401(c) who, in the
      opinion of the Committee, is in a position to contribute to the growth,
      development or financial success of the Company, including, without
      limitation, officers who are members of the
  Board.

              


      

      


      
        	 
      	
                (m) 

              	
                Employment. Employment
      means that the individual is employed as an Employee, or engaged as an
      Outside Director, by the Company, or by any corporation issuing or
      assuming an Incentive Award in any transaction described in Code
      Section 424(a). In this regard, neither the transfer of a Grantee
      from Employment by the Company to Employment by any Parent or Subsidiary,
      nor the transfer of a Grantee from Employment by any Parent or Subsidiary
      to Employment by the Company, shall be deemed to be a termination of
      Employment of the Grantee. Moreover, the Employment of a Grantee shall not
      be deemed to have been terminated because of an approved leave of absence
      from active Employment on account of temporary illness, authorized
      vacation or granted for reasons of professional advancement, education, or
      health, or during any period required to be treated as a leave of absence
      by virtue of any applicable statute, Company personnel policy or written
      agreement. All determinations regarding Employment, and the termination of
      Employment hereunder, shall be made by the
  Committee.

              


      

      


      The term
“Employment” for all purposes of the Plan shall include (i) active
performance of agreed services by an Employee and (ii) current membership
on the Board by an Outside Director.

      


      Notwithstanding
anything in the Plan to the contrary, in the event an Incentive Award issued
under the Plan is subject to Code Section 409A, then, to the extent necessary to
comply with Code Section 409A, no Employee or Outside Director shall be deemed
to have suffered a termination of Employment, unless such termination of
Employment constitutes a “separation from service” as defined under Code Section
409A and the regulations or other guidance issued thereunder.

      


      
        	 
      	
                (n) 

              	
                Exchange Act. The
      Securities Exchange Act of 1934, as
amended.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (o) 

              	
                Fair Market Value.
      While the Company is a Publicly Held Corporation, the Fair Market Value of
      one Share of Common Stock on the date in question is deemed to be the
      average of the opening and closing prices of a Share on the date as of
      which Fair Market Value is to be determined, or if no such sales were made
      on such date, the closing sales price on the immediately preceding
      business day of a Share as reported on the New York Stock Exchange or
      other principal securities exchange on which Shares are then listed or
      admitted to trading.

              


      

      


      If the
Company is not a Publicly Held Corporation at the time a determination of the
Fair Market Value of the Common Stock is required to be made hereunder, the
determination of Fair Market Value for purposes of the Plan shall be made by the
Committee in its sole and absolute discretion and using a reasonable valuation
method in accordance with the requirements of Code Section 409A and the
regulations and other guidance issued thereunder. In this respect, the Committee
may rely on such financial data, appraisals, valuations, experts, and other
sources as, in its sole and absolute discretion, it deems advisable under the
circumstances.

      


      
        	 
      	
                (p) 

              	
                Grantee. Any Employee
      or Outside Director who is granted an Incentive Award under the
      Plan.

              
	 
      	 
      


      

      


      
        	 
      	
                (q) 

              	
                Immediate Family. With
      respect to a Grantee, the Grantee’s child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, or
      sister-in-law, including adoptive
relationships.

              


      

       

      
        
          	 
      	
                  (r) 

                	
                  Incentive Agreement.
      The written agreement entered into between the Company and the Grantee
      setting forth the terms and conditions pursuant to which an Incentive
      Award is granted under the Plan, as such agreement is further defined in
      Section 5.1.

                


        

      

      


      
        	 
      	
                (s) 

              	
                Incentive Award or
      Award. A grant of an award under the Plan to a Grantee of a
      Restricted Stock Award.

              


      

      


      
        	 
      	
                (t) 

              	
                Insider. If the Company
      is a Publicly Held Corporation, an individual who is, on the relevant
      date, an officer, director or ten percent (10%) beneficial owner of any
      class of the Company’s equity securities that is registered pursuant to
      Section 12 of the Exchange Act, all as defined under Section 16
      of the Exchange Act.

              


      

      


      
        	 
      	
                (u) 

              	
                Outside
      Director.  A member of the Board who is not at the time
      of grant of an Incentive Award, an
Employee.

              


      

      


      
        	 
      	
                (v)

              	
                Parent. Any corporation
      (whether now or hereafter existing) which constitutes a “parent” of the
      Company, as defined in Code
Section 424(e).

              


      

      


      
        	 
      	
                (w) 

              	
                Plan. The BioNeutral
      2009 Stock Incentive Plan, as set forth herein and as it may be amended
      from time to time.

              


      

      


      
        	 
      	
                (x) 

              	
                Publicly Held
      Corporation. A corporation issuing any class of common equity
      securities required to be registered under Section 12 of the Exchange
      Act.

              


      

      


      
        
          	 
      	
                  (y) 

                	
                  Restricted Stock.
      Shares of Common Stock issued or transferred to a Grantee pursuant to Section 3.

                


        

      

      


      
        
          	 
      	
                  (z)

                	
                  Restricted Stock Award.
      An authorization by the Committee to issue or transfer Restricted Stock to
      a Grantee pursuant to Section 3.

                


        

      

      


      
        	 
      	
                (aa)

              	
                Restriction Period. The
      period of time determined by the Committee and set forth in the Incentive
      Agreement during which the transfer of Restricted Stock by the Grantee is
      restricted.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
 

      
        	 
      	
                (bb)

              	
                Retirement. The
      voluntary termination of Employment from the Company constituting
      retirement for age on any date after the Employee attains the normal
      retirement age of 70 years.

              


      

      


      
        	 
      	
                (cc)

              	
                Share. A share of the
      Common Stock of the Company.

              


      

      


      
        
          	 
      	
                  (dd) 

                	
                  Share Pool. The number
      of shares authorized for issuance under Section 1.4, as adjusted for awards
      and payouts under Section 1.5
      and as adjusted for changes in corporate capitalization under Section 5.6.

                


        

      

      


      
        	 
      	
                (ee)

              	
                Subsidiary.  Any
      (i) corporation in an unbroken chain of corporations beginning with the
      Company, if each of the corporations other than the last corporation in
      the unbroken chain owns stock possessing a majority of the total combined
      voting power of all classes of stock in one of the other corporations in
      the chain, (ii) limited partnership, if the Company or any corporation
      described in item (i) above owns a majority of the general partnership
      interest and a majority of the limited partnership interests entitled to
      vote on the removal and replacement of the general partner, and (iii)
      partnership or limited liability company, if the partners or members
      thereof are composed only of the Company, any corporation listed in item
      (i) above or any limited partnership listed in item (ii)
      above.

              


      

      


      1.3           Plan
Administration

      


      
        	 
      	
                (a)

              	
                Authority of the
      Committee. Except as may be limited by law and subject to the
      provisions herein, the Committee shall have full power to (i) select
      Grantees who shall participate in the Plan; (ii) determine the sizes,
      duration and types of Incentive Awards; (iii) determine the terms and
      conditions of Incentive Awards and Incentive Agreements;
      (iv) determine whether any Shares subject to Incentive Awards will be
      subject to any restrictions on transfer; (v) construe and interpret
      the Plan and any Incentive Agreement or other agreement entered into under
      the Plan; and (vi) establish, amend, or waive rules for the Plan’s
      administration. Further, the Committee shall make all other determinations
      which may be necessary or advisable for the administration of the
      Plan.

              


      

      


      
        	 
      	
                (b)

              	
                Meetings. The Committee
      shall designate a chairman from among its members who shall preside at its
      meetings, and shall designate a secretary, without regard to whether that
      person is a member of the Committee, who shall keep the minutes of the
      proceedings and all records, documents, and data pertaining to its
      administration of the Plan. Meetings shall be held at such times and
      places as shall be determined by the Committee and the Committee may hold
      telephonic meetings. The Committee may take any action otherwise proper
      under the Plan by the affirmative vote, taken with or without a meeting,
      of a majority of its members. The Committee may authorize any one or more
      of its members or any officer of the Company to execute and deliver
      documents on behalf of the
Committee.

              


      

      


      
        	 
      	
                (c)

              	
                Decisions Binding. All
      determinations and decisions of the Committee shall be made in its
      discretion pursuant to the terms and provisions of the Plan, and shall be
      final, conclusive and binding on all persons including the Company, its
      stockholders, Employees, Grantees, and their estates and beneficiaries.
      The Committee’s decisions with respect to any Incentive Award need not be
      uniform and may be made selectively among Incentive Awards and Grantees,
      whether or not such Incentive Awards are similar or such Grantees are
      similarly situated.

              


      

      


      
        
          	 
      	
                  (d)

                	
                  Modification of Outstanding
      Incentive Awards. Subject to the stockholder approval requirements
      of Section 6.7
      if applicable, upon a Grantee’s death, Disability, Retirement or
      termination of Employment without Cause, or upon a Change in Control, the
      Committee may, in its discretion, provide for the extension of the
      exercisability of an 

                


        

      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        


        
          
            	 
      	
                  	
                    Incentive
      Award, accelerate the vesting of an Incentive Award, eliminate or make
      less restrictive any restrictions contained in an Incentive Award, waive
      any restriction or other provisions of an Incentive Award, or otherwise
      amend or modify an Incentive Award in any manner that is either
      (i) not adverse to the Grantee to whom such Incentive Award was
      granted, or (ii) is consented to by such
  Grantee.

                  


          

        

         

      

      
        	 
      	
                (e)

              	
                Delegation of
      Authority. The Committee may delegate to designated officers or
      other employees of the Company any of its duties and authority under the
      Plan pursuant to such conditions or limitations as the Committee may
      establish from time to time; provided, however, the Committee may not
      delegate to any person the authority to grant Incentive Awards or
      (ii) to take any action which would contravene the requirements of
      Rule 16b-3 under the Exchange Act, the “performance-based exception”
      under Code Section 162(m), or the Sarbanes-Oxley Act of
    2002.

              


      

      


      
        	 
      	
                (f)

              	
                Expenses of Committee.
      The Committee may employ legal counsel, including, without limitation,
      independent legal counsel and counsel regularly employed by the Company,
      and other agents as the Committee may deem appropriate for the
      administration of the Plan. The Committee may rely upon any opinion or
      computation received from any such counsel or agent. All expenses incurred
      by the Committee in interpreting and administering the Plan, including,
      without limitation, meeting expenses and professional fees, shall be paid
      by the Company.

              


      

      


      
        	 
      	
                (g)

              	
                Indemnification. Each
      person who is or was a member of the Committee shall be indemnified by the
      Company against and from any damage, loss, liability, cost and expense
      that may be imposed upon or reasonably incurred by him in connection with
      or resulting from any claim, action, suit, or proceeding to which he may
      be a party or in which he may be involved by reason of any action taken or
      failure to act under the Plan, except for any such act or omission
      constituting willful misconduct or gross negligence. Each such person
      shall be indemnified by the Company for all amounts paid by him in
      settlement thereof, with the Company’s approval, or paid by him in
      satisfaction of any judgment in any such action, suit, or proceeding
      against him, provided he shall give the Company an opportunity, at its own
      expense, to handle and defend the same before he undertakes to handle and
      defend it on his own behalf. The foregoing right of indemnification shall
      not be exclusive of any other rights of indemnification to which such
      persons may be entitled under the Company’s Articles or Certificate of
      Incorporation or Bylaws, pursuant to any separate indemnification or hold
      harmless agreement with the Company, as a matter of law, or otherwise, or
      any power that the Company may have to indemnify them or hold them
      harmless.

              


      

      


      1.4           Shares of Common Stock Available for
Incentive Awards

      


      Subject
to adjustment under Section 5.6,
there shall be available for Incentive Awards that are granted wholly in Common
Stock five million (5,000,000) Shares of Common Stock. The number of Shares of
Common Stock that are the subject of Incentive Awards under this Plan, which are
forfeited or terminated, are surrendered in payment of applicable employment
taxes and/or other withholding obligations in connection with the vesting of an
Incentive Award, or are settled in cash in lieu of Common Stock or in another
manner such that all or some of the Shares covered by the Incentive Award are
either not issued to a Grantee or are exchanged for Incentive Awards that do not
involve Common Stock, shall again, in each case, immediately become available
for Incentive Awards to be granted under the Plan.

      


      During
any period that the Company is a Publicly Held Corporation, then unless and
until the Committee determines that a particular Incentive Award granted to a
Covered Employee is not intended to comply with the “performance-based
exception” under Code Section 162(m), the following rules shall apply to grants
of Incentive Awards to Covered Employees:

      


      
        
          	 
      	
                  (a)

                	
                  Subject
      to adjustment as provided in Section 5.6,
      the maximum aggregate number of Shares of Common Stock attributable to
      Incentive Awards that may vest in any calendar year pursuant to any
      Incentive Award held by any individual Covered Employee shall be two
      million (2,000,000) Shares.

                


        

      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (b) 

              	
                Subject
      to the limitation of paragraph (a) above, the maximum aggregate
      number of Shares issuable to any one person pursuant to Incentive Awards
      shall be five percent (5%) of the number of Shares of Common Stock
      outstanding at the time of the grant of an Incentive
  Award.

              


      

      


      1.5           Share Pool Adjustments for Awards and
Payouts

      


      The
following Incentive Awards and payouts shall reduce, on a one Share for one
Share basis, the number of Shares authorized for issuance under the Share
Pool:

      


      
        	 
      	
                (a) 

              	
                Restricted
      Stock Award; and

              


      

      


      
        	 
      	
                (b)

              	
                A
      payout of an Other Stock-Based Award in
Shares.

              


      

      


      The
following transactions shall restore, on a one Share for one Share basis, the
number of Shares authorized for issuance under the Share Pool:

      


      
        	 
      	
                (a)

              	
                A
      cancellation, termination, expiration, forfeiture, or lapse for any reason
      of any Shares subject to an Incentive
  Award; and

              


      

      


      
        	 
      	
                (b)

              	
                Payment
      of any applicable employment taxes and/or other withholding obligations by
      withholding Shares which otherwise would be acquired on exercise or
      vesting of the Incentive Award (i.e., the Share Pool shall be increased by
      the number of Shares withheld in payment of the applicable employment
      taxes and/or other withholding
obligations).

              


      

      


      1.6           Common Stock
Available

      


      The
Common Stock available for issuance or transfer under the Plan shall be made
available from Shares now or hereafter (a) held in the treasury of the
Company, (b) authorized but unissued shares, or (c) shares to be
purchased or acquired by the Company. No fractional shares shall be issued under
the Plan; payment for fractional shares shall be made in cash.

      


      1.7           Participation

      


      
        	 
      	
                (a) 

              	
                Eligibility. The
      Committee shall from time to time designate those Employees and/or Outside
      Directors to be granted Incentive Awards under the Plan, the type of
      Incentive Awards granted, the number of Shares, rights or units, as the
      case may be, which shall be granted to each such person, and any other
      terms or conditions relating to the Incentive Awards as it may deem
      appropriate to the extent consistent with the provisions of the Plan. A
      Grantee, who has been granted an Incentive Award may, if otherwise
      eligible, be granted additional Incentive Awards at any
    time.

              


      

      


      No
Insider shall be eligible to be granted an Incentive Award that is subject to
Rule 16a-3 under the Exchange Act unless and until such Insider has granted
a limited power of attorney to those officers of the Company who have been
designated by the Committee for purposes of future required filings under the
Exchange Act.

      


      1.8           Types
of Incentive Awards

      


      The types
of Incentive Awards under the Plan are Restricted Stock and Other Stock-Based
Awards (as described in Section 4), or
any combination of the foregoing.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      SECTION 2

      Restricted Stock

      


      2.1        Award of
Restricted Stock

      


      
        
          	 
      	
                  (a)

                	
                  Grant. With respect to
      a Grantee who is an Employee or Outside Director, Shares of Restricted
      Stock may be awarded by the Committee with such restrictions during the
      Restriction Period as the Committee shall designate in its discretion. Any
      such restrictions may differ with respect to a particular Grantee.
      Restricted Stock shall be awarded for no additional consideration or such
      additional consideration as the Committee may determine, which
      consideration may be less than, equal to, or more than the Fair Market
      Value of the shares of Restricted Stock on the grant date. Subject to
      Section 2.2(c), the terms and
      conditions of each grant of Restricted Stock shall be evidenced by an
      Incentive Agreement and, during the Restriction Period, such Shares of
      Restricted Stock must remain subject to a “substantial risk of forfeiture”
      within the meaning given to such term under Code
      Section 83.

                


        

      

      


      
        	 
      	
                (b)

              	
                Immediate Transfer Without
      Immediate Delivery of Restricted Stock. Unless otherwise specified
      in the Grantee’s Incentive Agreement, each Restricted Stock Award shall
      not constitute an immediate transfer of the record and beneficial
      ownership of the Shares of Restricted Stock to the Grantee in
      consideration of the performance of services as an Employee or Outside
      Director, as applicable, and shall not entitle such Grantee to any voting
      and other ownership rights in such Shares until the date the Restriction
      Period ends.

              


      

      


      As
specified in the Incentive Agreement, a Restricted Stock Award may limit the
Grantee’s dividend rights during the Restriction Period in which the shares of
Restricted Stock are subject to a “substantial risk of forfeiture” (within the
meaning given to such term under Code Section 83) and restrictions on
transfer. In the Incentive Agreement, the Committee may apply any restrictions
to the dividends that the Committee deems appropriate.  In the event
that any dividend constitutes a derivative security or an equity security
pursuant to the rules under Section 16 of the Exchange Act, if applicable,
such dividend shall be subject to a vesting period equal to the remaining
vesting period of the Shares of Restricted Stock with respect to which the
dividend is paid.

      


      Shares
awarded pursuant to a grant of Restricted Stock may be issued in the name of the
Grantee and held, together with a stock power endorsed in blank, by the
Committee or Company (or their delegates) or in trust or in escrow pursuant to
an agreement satisfactory to the Committee, as determined by the Committee,
until such time as the restrictions on transfer have expired. All such terms and
conditions shall be set forth in the particular Grantee’s Incentive Agreement.
The Company or Committee (or their delegates) shall issue to the Grantee a
receipt evidencing the certificates held by it which are registered in the name
of the Grantee.

      


      2.2           Restrictions

      


      
        	 
      	
                (a)

              	
                Forfeiture of Restricted
      Stock. Restricted Stock awarded to a Grantee may be subject to the
      following restrictions until the expiration of the Restriction Period:
      (i) a restriction that constitutes a “substantial risk of forfeiture”
      (as defined in Code Section 83), or a restriction on transferability;
      (ii) unless otherwise specified by the Committee in the Incentive
      Agreement, the Restricted Stock that is subject to restrictions which are
      not satisfied shall be forfeited and all rights of the Grantee to such
      Shares shall terminate; and (iii) any other restrictions that the
      Committee determines in advance are appropriate, including, without
      limitation, rights of repurchase or first refusal in the Company or
      provisions subjecting the Restricted Stock to a continuing substantial
      risk of forfeiture in the hands of any transferee. Any such restrictions
      shall be set forth in the particular Grantee’s Incentive
      Agreement.

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (b) 

              	
                Issuance of
      Certificates. Reasonably promptly after the date of grant with
      respect to Shares of Restricted Stock, the Company shall cause to be
      issued a stock certificate, registered in the name of the Grantee to whom
      such Shares of Restricted Stock were granted, evidencing such Shares;
      provided, however, that the Company shall not cause to be issued such a
      stock certificate unless it has received a stock power duly endorsed in
      blank with respect to such Shares. Each such stock certificate shall bear
      the following legend or any other legend approved by the
      Company:

              


      

       

      
        	 
      	
                The
      transferability of this certificate and the shares of stock represented
      hereby are subject to restrictions, terms and conditions
      (including  forfeiture and restrictions against transfer)
      contained in the BioNeutral 2009 Stock Incentive Plan and an Incentive
      Agreement entered into between the registered owner of such shares and
      BioNeutral Group Inc.   A copy of the Plan and Incentive
      Agreement are on file in the main corporate office of BioNeutral Group,
      Inc.

              	 
      


      

       

      Such
legend shall not be removed from the certificate evidencing such Shares of
Restricted Stock unless and until such Shares vest pursuant to the terms of the
Incentive Agreement.

      
        
          	 
      	 
      
	 
      	
                  (c)

                	
                  Removal of
      Restrictions.  The Committee, in its discretion, shall
      have the authority to remove any or all of the restrictions on the
      Restricted Stock if it determines that, by reason of a change in
      applicable law or another change in circumstance arising after the grant
      date of the Restricted Stock, such action is necessary or appropriate;
      provided, however, that the Committee may only accelerate the vesting of
      Restricted Stock upon a Grantee’s death, Disability, Retirement, or
      termination of Employment without Cause, or upon a Change in
      Control.  Except as otherwise provided by Section 1.3(d), notwithstanding anything to
      the contrary herein, in no event shall the Restriction Period for a grant
      of Restricted Stock expire earlier than (i) one year from the date of
      grant for Restricted Stock for which the Restriction Period expires upon
      the attainment of Performance Goals (as described in Section 3.4) or
      (ii) ratably over three years from the date of grant for Restricted Stock
      for which the Restriction Period expires upon the performance of services
      over time.

                


        

      

      


      
        
          	
                  2.3

                	
                  Delivery of Shares of Common
      Stock.  Subject to withholding taxes under Section 6.3 and to the terms
      of the Incentive Agreement, a stock certificate evidencing the Shares of
      Restricted Stock with respect to which the restrictions in the Incentive
      Agreement have been satisfied shall be delivered to the Grantee or other
      appropriate recipient free of
restrictions.

                


        

      

      


      
        
          	
                  2.4

                	
                  Performance
      Goals.  Awards of Restricted Stock and Other Stock-Based
      Awards under the Plan may be made subject to the attainment of any of the
      goals described in this Section 3.4
      (“Performance
      Goals”) relating to one or more business criteria which, where
      applicable, shall be within the meaning of Code Section 162(m) and consist
      of one or more or any combination of the following criteria: cash flow;
      cost; revenues; sales; ratio of debt to debt plus equity; net borrowing,
      credit quality or debt ratings; profit before tax; economic profit;
      earnings before interest and taxes; earnings before interest, taxes,
      depreciation and amortization; gross margin; earnings per share (whether
      on a pre-tax, after-tax, operational or other basis); operating earnings;
      capital expenditures; expenses or expense levels; economic value added;
      ratio of operating earnings to capital spending or any other operating
      ratios; free cash flow; net profit; net sales; net asset value per share;
      the accomplishment of mergers, acquisitions, dispositions, public
      offerings or similar extraordinary business transactions; sales growth;
      price of the Company’s Common Stock; return on assets, equity or
      stockholders’ equity; market share; inventory levels, inventory turn or
      shrinkage; or total return to stockholders (“Performance
      Criteria”).  Any Performance Criteria may be used to
      measure the performance of the Company as a whole or any business unit of
      the Company and may be measured relative to a peer group or
      index.  Any Performance Criteria may include or exclude (i)
      extraordinary, unusual and/or non-recurring items of gain or loss, (ii)
      gains or losses on the disposition of a business, (iii) changes in tax or
      accounting regulations or laws, or (iv) the effect of a merger or
      acquisition, as identified 

                


        

      


     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    

      
        
          	
                   

                	
                  in
      the Company’s quarterly and annual earnings releases.  In all
      other respects, Performance Criteria shall be calculated in accordance
      with the Company’s financial statements, under generally accepted
      accounting principles, or under a methodology established by the Committee
      prior to the issuance of an Award which is consistently applied and
      identified in the audited financial statements, including footnotes, or
      the Management Discussion and Analysis section of the Company’s annual
      report.  However, to the extent Code Section 162(m) is
      applicable, the Committee may not in any event increase the amount of
      compensation payable to an individual upon the attainment of a Performance
      Goal.

                


        

      



    
      2.5           Restricted
Stock; Not Eligible for Resale under an S-8 Registration Statement

      


      
        	 
      	
                Issuance of
      Certificates. Shares issued under this Incentive Plan shall not be
      eligible for registration on Form S-8 and shall be considered restricted
      securities on the date they are granted.  Each such stock
      certificate shall bear the following legend or similar other legend
      approved by the Company:

              


      

       

      
        	 
      	
                THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
      THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
      BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

              	 
      


      

       

      Such
legend shall not be removed from the certificate evidencing such Shares of
Restricted Stock unless and until such Grantee obtains a sufficient opinion from
legal counsel approving the removal of such legend.

      


      


      SECTION 3

      Other
Stock-Based Awards

      


      3.1           Grant
of Other Stock-Based Awards

      


      Other
Stock-Based Awards may be awarded by the Committee to selected Grantees that are
payable in Shares or in cash, as determined in the discretion of the Committee
to be consistent with the goals of the Company. Other types of Stock-Based
Awards that are payable in Shares include, without limitation, purchase rights,
Shares of Common Stock awarded that are not subject to any restrictions or
conditions, convertible or exchangeable debentures, and other rights convertible
into Shares.  As is the case with other types of Incentive Awards,
Other Stock-Based Awards may be awarded either alone or in addition to or in
conjunction with any other Incentive Awards. Other Stock-Based Awards that are
payable in Shares are not intended to be deferred compensation that is subject
to Code Section 409A unless otherwise determined and provided by the
Committee.

      


      3.2           Other
Stock-Based Award Terms

      


      
        	 
      	
                (a)

              	
                Written Agreement. The
      terms and conditions of each grant of an Other Stock-Based Award shall be
      evidenced by an Incentive
Agreement.

              


      

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (b)

              	
                Purchase Price. The
      amount of consideration required to be received by the Company shall be
      either (i) no consideration other than services actually rendered (in
      the case of authorized and unissued shares) or to be rendered, or
      (ii) as otherwise specified in the Incentive
    Agreement.

              


      

      


      
        
          	 
      	
                  (c)

                	
                  Other
      Terms.  All terms and conditions of Other Stock-Based
      Awards shall be determined by the Committee and set forth in the Incentive
      Agreement, provided that such terms and conditions are consistent with the
      Plan.  Except as otherwise provided by Section 1.3(d), notwithstanding anything to
      the contrary herein, in no event shall a grant of an Other Stock-Based
      Award vest earlier than (i) one year from the date of grant for an Other
      Stock-Based Award which is subject to the attainment of Performance Goals
      (as described in Section 2.4) or (ii) ratably over
      three years from the date of grant for an Other Stock-Based Award which
      vests upon the performance of services over
  time.

                


        

      

      


      
        	 
      	
                (d)

              	
                Payment. Other
      Stock-Based Awards shall be paid in Shares, in a single payment or in
      installments on such dates as determined by the Committee; all as
      specified in the Incentive
Agreement.

              


      

      


      


      SECTION 4

      Provisions
Relating to Plan Participation

      


      4.1           Incentive
Agreement

      


      Each
Grantee to whom an Incentive Award is granted shall be required to enter into an
Incentive Agreement with the Company, in such a form as is provided by the
Committee. The Incentive Agreement shall contain specific terms as determined by
the Committee, in its discretion, with respect to the Grantee’s particular
Incentive Award. Such terms need not be uniform among all Grantees or any
similarly situated Grantees. The Incentive Agreement may include, without
limitation, vesting, forfeiture and other provisions particular to the
particular Grantee’s Incentive Award, as well as, for example, provisions to the
effect that the Grantee (a) shall not disclose any confidential information
acquired during Employment with the Company, (b) shall abide by all the
terms and conditions of the Plan and such other terms and conditions as may be
imposed by the Committee, (c) shall not interfere with the employment or
other service of any employee, (d) shall not compete with the Company or
become involved in a conflict of interest with the interests of the Company,
(e) shall forfeit an Incentive Award if terminated for cause,
(f) shall not be permitted to make an election under Code
Section 83(b) when applicable, and (g) shall be subject to any other
agreement between the Grantee and the Company regarding Shares that may be
acquired under an Incentive Award including, without limitation, a stockholders’
agreement, buy-sell agreement, or other agreement restricting the
transferability of Shares by Grantee. An Incentive Agreement shall include such
terms and conditions as are determined by the Committee, in its discretion, to
be appropriate with respect to any individual Grantee. The Incentive Agreement
shall be signed by the Grantee to whom the Incentive Award is made and by an
Authorized Officer.

      


      4.2           No Right to
Employment

      


      Nothing
in the Plan or any instrument executed pursuant to the Plan shall create any
Employment rights (including without limitation, rights to continued Employment)
in any Grantee or affect the right of the Company to terminate the Employment of
any Grantee at any time without regard to the existence of the
Plan.

      


      4.3           Securities
Requirements

      


      The
Company shall be under no obligation to affect the registration pursuant to the
Securities Act of 1933 of any Shares to be issued hereunder or to effect similar
compliance under any state laws. Notwithstanding anything
herein


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      to the
contrary, the Company shall not be obligated to cause to be issued or delivered
any certificates evidencing Shares pursuant to the Plan unless and until the
Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities, and the requirements of any securities exchange on
which Shares are traded. The Committee may require, as a condition of the
issuance and delivery of certificates evidencing Shares pursuant to the
terms hereof, that the recipient of such Shares make such covenants, agreements
and representations, and that such certificates bear such legends, as the
Committee, in its discretion, deems necessary or desirable.

      


      The
Committee may, in its discretion, defer the effectiveness of any exercise of an
Incentive Award in order to allow the issuance of Shares to be made pursuant to
registration or an exemption from registration or other methods for compliance
available under federal or state securities laws. The Committee shall inform the
Grantee in writing of its decision to defer the effectiveness of the exercise of
an Incentive Award. During the period that the effectiveness of the exercise of
an Incentive Award has been deferred, the Grantee may, by written notice to the
Committee, withdraw such exercise and obtain the refund of any amount paid with
respect thereto.

      


      4.4           Transferability

      


      Incentive
Awards granted under the Plan shall not be transferable or assignable other
than: (a) by will or the laws of descent and distribution or
(b) pursuant to a qualified domestic relations order (as defined under Code
Section 414(p)).  The events of termination of employment, as set
out in Section 5.7 and
in the Incentive Agreement, shall continue to be applied with respect to the
original Grantee, and the Incentive Award shall be exercisable by the transferee
only to the extent, and for the periods, specified in the Incentive
Agreement.

      


      The
designation by a Grantee of a beneficiary of an Incentive Award shall not
constitute transfer of the Incentive Award. No transfer by will or by the laws
of descent and distribution shall be effective to bind the Company unless the
Committee has been furnished with a copy of the deceased Grantee’s enforceable
will or such other evidence as the Committee deems necessary to establish the
validity of the transfer. Any attempted transfer in violation of this Section 4.4
shall be void and ineffective. All determinations under this Section 4.4
shall be made by the Committee in its discretion.

      


      4.5           Rights as a
Stockholder

      


      
        
          	 
      	
                  (a)

                	
                  No Stockholder Rights.
      Except as otherwise provided in Section 2.1(b) for
      grants of Restricted Stock, a Grantee of an Incentive Award (or a
      permitted transferee of such Grantee) shall have no rights as a
      stockholder with respect to any Shares of Common Stock until the issuance
      of a stock certificate or other record of ownership for such
      Shares.

                


        

      

      


      
        	 
      	
                (b)

              	
                Representation of
      Ownership. In the case of the exercise of an Incentive Award by a
      person or estate acquiring the right to exercise such Incentive Award by
      reason of the death or Disability of a Grantee, the Committee may require
      reasonable evidence as to the ownership of such Incentive Award or the
      authority of such person. The Committee may also require such consents and
      releases of taxing authorities as it deems
  advisable.

              


      

      


      4.6        Change in Stock and
Adjustments

      


      
        
          	 
      	
                  (a)

                	
                  Changes in Law or
      Circumstances. Subject to Section 4.8
      (which only applies in the event of a Change in Control), in the event of
      any change in applicable law or any change in circumstances which results
      in or would result in any dilution of the rights granted under the Plan,
      or which otherwise warrants an equitable adjustment because it interferes
      with the intended operation of the Plan, then, if the Board or Committee
      should so determine, in its absolute discretion, that such change
      equitably requires an adjustment in the number or kind of shares of stock
      or other securities or property theretofore subject, or which may become
      subject, to issuance or transfer under the Plan or in the terms and
      conditions of outstanding Incentive Awards, such adjustment shall be made
      in accordance with such determination. Such adjustments may include
      changes with respect to (i) the aggregate number of Shares that may
      be issued under the Plan, and (ii) the number of Shares subject to
      Incentive Awards. The Board or Committee shall give notice to each
      applicable Grantee of such adjustment which shall be effective and
      binding.

                


        

      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      
 

      
        	 
      	
                 (b)

              	
                Exercise of Corporate
      Powers. The existence of the Plan or outstanding Incentive Awards
      hereunder shall not affect in any way the right or power of the Company or
      its stockholders to make or authorize any or all adjustments,
      recapitalization, reorganization 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 stocks
      ahead of or affecting the Common Stock or the rights thereof, 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.

              
	 
      	 
      


      

      


      
        
          	 
      	
                   (c)

                	
                  Recapitalization of the
      Company. Subject to Section 4.8
      (which only applies in the event of a Change in Control), if while there
      are Incentive Awards outstanding, the Company shall effect any subdivision
      or consolidation of Shares of Common Stock or other capital readjustment,
      the payment of a stock dividend, stock split, combination of Shares,
      recapitalization or other increase or reduction in the number of Shares
      outstanding, without receiving compensation therefore in money, services
      or property, then the number of Shares available under the Plan and the
      number of Incentive Awards which may thereafter be exercised shall
      (i) in the event of an increase in the number of Shares outstanding,
      be proportionately increased and the Fair Market Value of the Incentive
      Awards awarded shall be proportionately reduced; and (ii) in the
      event of a reduction in the number of Shares outstanding, be
      proportionately reduced, and the Fair Market Value of the Incentive Awards
      awarded shall be proportionately increased. The Board or Committee shall
      take such action and whatever other action it deems appropriate, in its
      discretion, so that the value of each outstanding Incentive Award to the
      Grantee shall not be adversely affected by a corporate event described in
      this Section 4.6(c).

                


        

      

      


      
        
          	 
      	
                  (d)

                	
                  Issue of Common Stock by the
      Company. Except as hereinabove expressly provided in this Section 4.6
      and subject to Section 4.8
      in the event of a Change in Control, the issue 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 therefore, or
      upon any conversion of shares or obligations of the Company convertible
      into such shares or other securities, shall not affect, and no adjustment
      by reason thereof shall be made with respect to, the number of, or Fair
      Market Value of, any Incentive Awards then outstanding under previously
      granted Incentive Awards; provided, however, in such event, outstanding
      Shares of Restricted Stock shall be treated the same as outstanding
      unrestricted Shares of Common
Stock.

                


        

      

      


      
        
          	 
      	
                  (e)

                	
                  Assumption of Incentive Awards
      by a Successor. Subject to the accelerated vesting and other
      provisions of Section 5.8
      that apply in the event of a Change in Control, in the event of a
      Corporate Event (defined below), each Grantee shall be entitled to
      receive, in lieu of the number of Shares subject to Incentive Awards, such
      shares of capital stock or other securities or property as may be issuable
      or payable with respect to or in exchange for the number of Shares which
      Grantee would have received had he exercised the Incentive Award
      immediately prior to such Corporate Event, together with any adjustments.
      For this purpose, Shares of Restricted Stock shall be treated the same as
      unrestricted outstanding Shares of Common Stock. A “Corporate Event” means
      any of the following: (i) a dissolution or liquidation of the
      Company, (ii) a sale of all or substantially all of the Company’s
      assets, or (iii) a merger, consolidation or combination involving the
      Company (other than a merger, consolidation or combination (A) in
      which the Company is the continuing or surviving corporation and
      (B) which does not result in the outstanding Shares being converted
      into or exchanged for different securities, cash or other property, or any
      combination thereof). The Board or Committee shall take whatever other
      action it deems appropriate to preserve the rights of Grantees holding
      outstanding Incentive Awards.

                


        

      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
 

      Notwithstanding
the previous paragraph of this Section 4.6(e),
but subject to the accelerated vesting and other provisions of Section 4.8 that
apply in the event of a Change in Control, in the event of a Corporate Event
(described in the previous paragraph), the Board or Committee, in its
discretion, shall have the right and power to:

      


      
        	 
      	
                (i) 

              	
                cancel,
      effective immediately prior to the occurrence of the Corporate Event, each
      outstanding Incentive Award (whether or not then exercisable) and, in full
      consideration of such cancellation, pay to the Grantee an amount in cash
      equal to the excess of the value, as determined by the Board or Committee,
      of the property (including cash) received by the holders of Common Stock
      as a result of such Corporate Event; provided, however, this
      subsection (i) shall be inapplicable to an Incentive Award
      granted within six (6) months before the occurrence of the Corporate
      Event if the Grantee is an Insider and such disposition is not exempt
      under Rule 16b-3 (or other rules preventing liability of the Insider
      under Section 16(b) of the Exchange Act) and, in that event, the
      provisions hereof shall be applicable to such Incentive Award after the
      expiration of six (6) months from the date of
      grant; or

              


      

      


      
        	 
      	
                (ii) 

              	
                provide
      for the exchange or substitution of each Incentive Award outstanding
      immediately prior to such Corporate Event (whether or not then
      exercisable) for another award with respect to the Common Stock or other
      property for which such Incentive Award is exchangeable and, incident
      thereto, make an equitable adjustment as determined by the Board or
      Committee, in its discretion, in the number of Shares or amount of
      property (including cash) subject to the Incentive
      Award; or

              


      

      


      
        	 
      	
                (iii) 

              	
                provide
      for assumption of the Plan and such outstanding Incentive Awards by the
      surviving entity or its parent.

              


      

      


      The Board
or Committee, in its discretion, shall have the authority to take whatever
action it deems to be necessary or appropriate to effectuate the provisions of
this Section 4.6(e).

      


      4.7           Termination of Employment, Death,
Disability and Retirement

      


      
        	 
      	
                (a)

              	
                Termination of
      Employment. Unless otherwise expressly provided in the Grantee’s
      Incentive Agreement or the Plan, if the Grantee’s Employment is terminated
      for any reason other than due to his death, Disability, Retirement or for
      Cause, any non-vested Incentive Award at the time of such termination
      shall automatically expire and terminate and no further vesting shall
      occur after the termination date. In such event, except as otherwise
      expressly provided in his Incentive Agreement, the Grantee shall be
      entitled to exercise his rights only with respect to the portion of the
      Incentive Award that was vested as of his termination of Employment date
      for a period that shall end on the earlier of (i) the expiration date
      set forth in the Incentive Agreement or (ii) ninety (90) days
      after the date of his termination of
Employment.

              


      

      


      
        	 
      	
                (b)

              	
                Termination of Employment for
      Cause. Unless otherwise expressly provided in the Grantee’s
      Incentive Agreement or the Plan, in the event of the termination of a
      Grantee’s Employment for Cause, all vested and non-vested Incentive Awards
      granted to such Grantee shall immediately expire, and shall not be
      exercisable to any extent, as of 12:01 a.m. (EST) on the date of
      such termination of Employment.

              
	 
      	 
      


      

      


      
        	 
      	
                (c)

              	
                Retirement. Unless
      otherwise expressly provided in the Grantee’s Incentive Agreement or the
      Plan, upon the termination of Employment due to the Grantee’s
      Retirement:

              


      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      
 

      
        	 
      	
                (i)

              	
                any
      non-vested portion of any Incentive Award shall immediately terminate and
      no further vesting shall
occur; and

              


      

      


      
        	 
      	
                (ii) 

              	
                any
      vested Incentive Award shall expire on the earlier of (A) the
      expiration date set forth in the Incentive Agreement for such Incentive
      Award; or (B) the expiration of (1) one year after the date of
      his termination of Employment due to Retirement in the case of any
      Incentive Award.

              


      

      


      
        	 
      	
                (d)

              	
                Disability or Death.
      Unless otherwise expressly provided in the Grantee’s Incentive Agreement
      or the Plan, upon termination of Employment as a result of the Grantee’s
      Disability or death:

              


      

      


      
        	 
      	
                (i)

              	
                any
      non-vested portion of any Incentive Award shall immediately terminate upon
      termination of Employment and no further vesting shall
      occur; and

              


      

      


      
        	 
      	
                (ii) 

              	
                any
      vested Incentive Award shall expire on the earlier of either (A) the
      expiration date set forth in the Incentive Agreement or (B) the one
      year anniversary date of the Grantee’s termination of Employment
      date.

              


      

          

      
        	 
      	
                (e)

              	
                Continuation. Subject
      to the conditions and limitations of the Plan and applicable law and
      regulation in the event that a Grantee ceases to be an Employee or Outside
      Director, as applicable, for whatever reason, the Committee and Grantee
      may mutually agree with respect to any Incentive Award then held by the
      Grantee (i) for an acceleration or other adjustment in any vesting
      schedule applicable to the Incentive Award; or (ii) to any other
      change in the terms and conditions of the Incentive Award. In the event of
      any such change to an outstanding Incentive Award, a written amendment to
      the Grantee’s Incentive Agreement shall be
      required.  Notwithstanding the foregoing, no amendment to a
      Grantee’s Incentive Award shall be made to the extent compensation payable
      pursuant thereto as a result of such amendment would be considered
      deferred compensation subject to Code Section 409A, unless otherwise
      determined and provided by the
Committee.

              


      

      


      4.8           Change in Control

           

      Notwithstanding
any contrary provision in the Plan, in the event of a Change in Control (as
defined below), the following actions shall automatically occur as of the day
immediately preceding the Change in Control date unless expressly provided
otherwise in the individual Grantee’s Incentive Agreement:

      


      
        	 
      	
                (a)

              	
                all
      of the restrictions and conditions of any Restricted Stock and any Other
      Stock-Based Awards then outstanding shall be deemed satisfied, and the
      Restriction Period with respect thereto shall be deemed to have expired,
      and thus each such Incentive Award shall become free of all restrictions
      and fully vested; and

              


      

      


      
        	 
      	
                (b) 

              	
                all
      of the Performance-Based Stock-Based Awards and any Other Stock-Based
      Awards shall become fully vested, deemed earned in full, and promptly paid
      within thirty (30) days to the affected Grantees without regard to
      payment schedules and notwithstanding that the applicable performance
      cycle, retention cycle or other restrictions and conditions have not been
      completed or satisfied.

              


      

      


      For all
purposes of this Plan, a “Change in Control” of the Company occurs upon a change
in the Company’s ownership, its effective control or the ownership of a
substantial portion of its assets, as follows:

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (a)

              	
                Change in
      Ownership.  A change in ownership of the Company occurs
      on the date that any “Person” (as defined in below), other than (1) the
      Company or any of its subsidiaries, (2) a trustee or other fiduciary
      holding securities under an employee benefit plan of the Company or any of
      its Affiliates, (3) an underwriter temporarily holding stock pursuant to
      an offering of such stock, or (4) a corporation owned, directly or
      indirectly, by the shareholders of the Company in substantially the same
      proportions as their ownership of the Company’s stock, acquires ownership
      of the Company’s stock that, together with stock held by such Person,
      constitutes more than 50% of the total fair market value or total voting
      power of the Company’s stock.  However, if any Person is
      considered to own already more than 50% of the total fair market value or
      total voting power of the Company’s stock, the acquisition of additional
      stock by the same Person is not considered to be a Change of
      Control.  In addition, if any Person has effective control of
      the Company through ownership of 30% or more of the total voting power of
      the Company’s stock, as discussed in paragraph (b) below, the acquisition
      of additional control of the Company by the same Person is not considered
      to cause a Change in Control pursuant to this paragraph (a);
      or

              


      

      


      
        	 
      	
                (b)

              	
                Change in Effective
      Control.  Even though the Company may not have undergone
      a change in ownership under paragraph (a) above, a change in the effective
      control of the Company occurs on either of the following
      dates:

              


      

      


      (1)           the
date that any Person acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such Person) ownership of the
Company’s stock possessing 30 percent or more of the total voting power of the
Company’s stock.  However, if any Person owns 30% or more of the total
voting power of the Company’s stock, the acquisition of additional control of
the Company by the same Person is not considered to cause a Change in Control
pursuant to this subparagraph (b)(1); or

       

      (2)           the
date during any 12-month period when a majority of members of the Board is
replaced by directors whose appointment or election is not endorsed by a
majority of the Board before the date of the appointment or election; provided,
however, that any such director shall not be considered to be endorsed by the
Board if his or her initial assumption of office occurs as a result of an actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

      


      
        	 
      	
                (c)

              	
                Change in Ownership of
      Substantial Portion of Assets.  A change in the ownership
      of a substantial portion of the Company’s assets occurs on the date that a
      Person acquires (or has acquired during the 12-month period ending on the
      date of the most recent acquisition by such Person) assets of the Company,
      that have a total gross fair market value equal to at least 40% of the
      total gross fair market value of all of the Company’s assets immediately
      before such acquisition or acquisitions.  However, there is no
      Change in Control when there is such a transfer to an entity that is
      controlled by the shareholders of the Company immediately after the
      transfer, through a transfer to (i) a shareholder of the Company
      (immediately before the asset transfer) in exchange for or with respect to
      the Company’s stock; (ii) an entity, at least 50% of the total value or
      voting power of the stock of which is owned, directly or indirectly, by
      the Company; (iii) a Person that owns directly or indirectly, at least 50%
      of the total value or voting power of the Company’s outstanding stock; or
      (iv) an entity, at least 50% of the total value or voting power of the
      stock of which is owned by a Person that owns, directly or indirectly, at
      least 50% of the total value or voting power of the Company’s outstanding
      stock.

              


      

      


      For
purposes of the foregoing definition,

      


      
        	 
      	
                (a)

              	
                “Person” shall have the
      meaning given in Code Section 7701(a)(1).  Person shall include
      more than one Person acting as a group as defined by the Final Treasury
      Regulations issued under Code Section
409A.

              


      

      


      
        	 
      	
                (b)

              	
                “Affiliate” shall have
      the meaning set forth in Rule 12b-2 promulgated under Section 12 of the
      Securities Exchange Act of 1934, as
amended.

              


      

      



      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      The
provisions of this Section 4.8 shall be
interpreted in accordance with the requirements of the Final Treasury
Regulations under Code Section 409A, it being the intent of the parties that
this Section
4.8 shall be in compliance with the requirements of said Code Section and
said Regulations.

      


      Notwithstanding
the occurrence of any of the foregoing events set out in this Section 4.8
which would otherwise result in a Change in Control, the Board may determine in
its discretion, if it deems it to be in the best interest of the Company, that
an event or events otherwise constituting or reasonably leading to a Change in
Control shall not be deemed a Change in Control hereunder. Such determination
shall be effective only if it is made by the Board (a) prior to the
occurrence of an event that otherwise would be, or reasonably lead to, a Change
in Control, or (b) after such event only if made by the Board a majority of
which is composed of directors who were members of the Board immediately prior
to the event that otherwise would be, or reasonably lead to, a Change in
Control.

      


      4.9           Financing

      


      Subject
to the requirements of the Sarbanes-Oxley Act of 2002, the Company may extend
and maintain, or arrange for and guarantee, the extension and maintenance of
financing to any Grantee to purchase Shares pursuant to exercise of an Incentive
Award upon such terms as are approved by the Committee in its
discretion.

       

      SECTION 5

      General

      


      5.1           Effective Date and Grant
Period

      


      This Plan
is adopted by the Board effective as of the Effective Date, subject to the
approval of the stockholders of the Company within one year from the Effective
Date. Incentive Awards may be granted under the Plan at any time prior to
receipt of such stockholder approval; provided, however, if the requisite
stockholder approval is not obtained then any Incentive Awards granted hereunder
shall automatically become null and void and of no force or effect.
Notwithstanding the foregoing, any Incentive Award that is intended to satisfy
the “performance-based exception” under Code Section 162(m) shall not be granted
until the terms of the Plan are disclosed to, and approved by, the stockholders
of the Company in accordance with the requirements of the “performance-based
exception” under Code Section 162(m).

      


      5.2           Funding
and Liability of Company

      


      No
provision of the Plan shall require the Company, for the purpose of satisfying
any obligations under the Plan, to purchase assets or place any assets in a
trust or other entity to which contributions are made, or otherwise to segregate
any assets. In addition, the Company shall not be required to maintain separate
bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for purposes of the Plan. Although
bookkeeping accounts may be established with respect to Grantees who are
entitled to cash, Common Stock or rights thereto under the Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto. The Plan shall not be construed as
providing for such segregation, nor shall the Company, the Board or the
Committee be deemed to be a trustee of any cash, Common Stock or rights thereto.
Any liability or obligation of the Company to any Grantee with respect to an
Incentive Award shall be based solely upon any contractual obligations that may
be created by this Plan and any Incentive Agreement, and no such liability or
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. The Company, the Board or the
Committee shall be required to give any security or bond for the performance of
any obligation that may be created by the Plan.

      


      5.3           Withholding
Taxes

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                (a)

              	
                Tax Withholding. The
      Company shall have the power and the right to deduct or withhold, or
      require a Grantee to remit to the Company, an amount sufficient to satisfy
      federal, state, and local taxes, domestic or foreign, required by law or
      regulation to be withheld with respect to any taxable event arising as a
      result of the Plan or an Incentive Award hereunder. Upon the lapse of
      restrictions on Restricted Stock, the Committee, in its discretion, may
      elect to satisfy the tax withholding requirement, in whole or in part, by
      having the Company withhold Shares having a Fair Market Value on the date
      the tax is to be determined equal to the minimum withholding taxes which
      could be imposed on the transaction as determined by the
      Committee.

              


      

      


      
        	 
      	
                (b)

              	
                Loans. To the extent
      permitted by the Sarbanes-Oxley Act of 2002 or other applicable law, the
      Committee may provide for loans, on either a short term or demand basis,
      from the Company to a Grantee who is an Employee to permit the payment of
      taxes required by law.

              


      

      


      5.4           No Guarantee of Tax
Consequences

      


      Neither
the Company nor the Committee makes any commitment or guarantee that any
federal, state or local tax treatment will apply or be available to any person
participating or eligible to participate hereunder.

      


      5.5           Designation of Beneficiary by
Participant

      


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

      


      5.6           Deferrals

      


      The
Committee shall not permit a Grantee to defer such Grantee’s receipt of the
payment of cash or the delivery of Shares that would, otherwise be due to such
Grantee by virtue of the lapse or waiver of restrictions with respect to
Restricted Stock, or the satisfaction of any requirements or goals with respect
to Performance-Based Stock-Based Awards or Other Stock-Based
Awards.

      


      5.7           Amendment
and Termination

      


      The Board
shall have the power and authority to terminate or amend the Plan at any time;
provided, however, the Board shall not, without the approval of the stockholders
of the Company within the time period required by applicable law:

      


      
        
          	 
      	
                  (a) 

                	
                  except
      as provided in Section 4.6,
      increase the maximum number of Shares which may be issued under the Plan
      pursuant to Section 1.4;

                


        

      

      


      
        	 
      	
                (b) 

              	
                amend
      the requirements as to the class of Employees eligible to purchase Common
      Stock under the Plan;

              


      

      


      
        	 
      	
                (c)

              	
                extend
      the term of the Plan; or,

              


      

      


      
        	 
      	
                (d) 

              	
                if
      the Company is a Publicly Held Corporation (i) increase the maximum
      limits on Incentive Awards to Covered Employees as set for compliance with
      the “performance-based exception” under Code Section 162(m) or
      (ii) decrease the authority granted to the Committee under the Plan
      in contravention of Rule 16b-3 under the Exchange
  Act.

              


      

      



      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      No
termination, amendment, or modification of the Plan shall adversely affect in
any material way any outstanding Incentive Award previously granted to a Grantee
under the Plan, without the written consent of such Grantee or other designated
holder of such Incentive Award.

      


      In
addition, to the extent that the Committee determines that (a) the listing
for qualification requirements of any national securities exchange or quotation
system on which the Company’s Common Stock is then listed or quoted, if
applicable, or (b) the Code (or regulations promulgated thereunder),
require stockholder approval in order to maintain compliance with such listing
requirements or to maintain any favorable tax advantages or qualifications, then
the Plan shall not be amended in such respect without approval of the Company’s
stockholders.

      


      5.8           Requirements
of Law

      


      
        	 
      	
                (a)

              	
                Governmental Entities and
      Securities Exchanges. The granting of Incentive Awards and the
      issuance of Shares under the Plan shall be subject to all applicable laws,
      rules, and regulations, and to such approvals by any governmental agencies
      or national securities exchanges as may be required. Certificates
      evidencing shares of Common Stock delivered under this Plan (to the extent
      that such shares are so evidenced) may be subject to such stop transfer
      orders and other restrictions as the Committee may deem advisable under
      the rules and regulations of the Securities and Exchange Commission, any
      securities exchange or transaction reporting system upon which the Common
      Stock is then listed or to which it is admitted for quotation, and any
      applicable federal or state securities law, if applicable. The Committee
      may cause a legend or legends to be placed upon such certificates (if any)
      to make appropriate reference to such
  restrictions.

              


      

      


      
        
          	 
      	
                  (b)

                	
                  Securities Act
      Rule 701. If no class of the Company’s securities is
      registered under Section 12 of the Exchange Act, then unless
      otherwise determined by the Committee, grants of Incentive Awards to
      “Rule 701 Grantees” (as defined below) and issuances of the
      underlying shares of Common Stock, if any, on the exercise or conversion
      of such Incentive Awards are intended to comply with all applicable
      conditions of Securities Act Rule 701 (“Rule 701”), including,
      without limitation, the restrictions as to the amount of securities that
      may be offered and sold in reliance on Rule 701, so as to qualify for
      an exemption from the registration requirements of the Securities Act. Any
      ambiguities or inconsistencies in the construction of an Incentive Award
      or the Plan shall be interpreted to give effect to such intention. In
      accordance with Rule 701, each Grantee shall receive a copy of the
      Plan on or before the date an Incentive Award is granted to him, as well
      as the additional disclosure required by Rule 701(e) if the aggregate
      sales price or amount of securities sold during any consecutive 12-month
      period exceeds $5,000,000 as determined under Rule 701(e). If
      Rule 701 (or any successor provision) is amended to eliminate or
      otherwise modify any of the requirements specified in Rule 701, then
      the provisions of this Section 6.8(b) shall
      be interpreted and construed in accordance with Rule 701 as so
      amended. For purposes of this Section 6.8(b), as
      determined in accordance with Rule 701, “Rule 701 Grantees”
      shall mean any Grantee other than a director of the Company, the Company’s
      chairman, CEO, president, chief financial officer, controller and any vice
      president of the Company, and any other key employee of the Company who
      generally has access to financial and other business related information
      and possesses sufficient sophistication to understand and evaluate such
      information.

                


        

      

      


      5.9           Rule 16b-3 Securities Law
Compliance for Insiders

      


      If the
Company is a Publicly Held Corporation, transactions under the Plan with respect
to Insiders are intended to comply with all applicable conditions of
Rule 16b-3 under the Exchange Act. Any ambiguities or inconsistencies in
the construction of an Incentive Award or the Plan shall be interpreted to give
effect to such intention, and to the extent any provision of the Plan or action
by the 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 its
discretion.

      


      5.10         Compliance
with Code Section 162(m) for Publicly Held Corporation


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      


      If the
Company is a Publicly Held Corporation, unless otherwise determined by the
Committee with respect to any particular Incentive Award, it is intended that
the Plan shall comply fully with the applicable requirements so that any
Incentive Awards subject to Section 162(m) that are granted to Covered
Employees shall qualify for the  “performance-based exception” under
Code Section 162(m). If any provision of the Plan or an Incentive Agreement
would disqualify the Plan or would not otherwise permit the Plan or Incentive
Award to comply with the  “performance-based exception” under Code
Section 162(m) as so intended, such provision shall be construed or deemed to be
amended to conform to the requirements of the  “performance-based
exception” under Code Section 162(m) to the extent permitted by applicable law
and deemed advisable by the Committee; provided, however, no such construction
or amendment shall have an adverse effect on the prior grant of an Incentive
Award or the economic value to a Grantee of any outstanding Incentive
Award.

      


      5.11        Notices

      


      
        	 
      	
                (a)

              	
                Notice From Insiders to
      Secretary of Change in Beneficial Ownership. Within two business
      days after the date of a change in beneficial ownership of the Common
      Stock issued or delivered pursuant to this Plan, an Insider should report
      to the Secretary of the Company any such change to the beneficial
      ownership of Common Stock that is required to be reported with respect to
      such Insider under Rule 16(a)-3 promulgated pursuant to the Exchange
      Act. Whenever reasonably feasible, Insiders will provide the Committee
      with advance notification of such change in beneficial
      ownership.

              


      

      


      
        	 
      	
                (b)

              	
                Notice to Insiders and
      Securities and Exchange Commission. The Company shall provide
      notice to any Insider, as well as to the Securities and Exchange
      Commission, of any “blackout period,” as defined in Section 306(a)(4)
      of the Sarbanes-Oxley Act of 2002, in any case in which Insider is subject
      to the requirements of Section 304 of said Act in connection with
      such “blackout period.”

              


      

      


      5.12        Pre-Clearance
Agreement with Brokers

      


      Notwithstanding
anything in the Plan to the contrary, no shares of Common Stock issued pursuant
to this Plan will be delivered to a broker or dealer that receives such shares
for the account of an Insider unless and until the broker or dealer enters into
a written agreement with the Company whereby such broker or dealer agrees to
report immediately to the Secretary of the Company (or other designated person)
a change in the beneficial ownership of such shares.

      


      5.13        Successors to
Company

      


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

      


      5.14        Miscellaneous
Provisions

      


      
        	 
      	
                (a)

              	
                No
      Employee, Outside Director, or other person shall have any claim or right
      to be granted an Incentive Award under the Plan. Neither the Plan, nor any
      action taken hereunder, shall be construed as giving any Employee or
      Outside Director any right to be retained in the Employment or other
      service of the Company or any Parent or
  Subsidiary.

              


      

      


      
        	 
      	
                (b)

              	
                The
      expenses of the Plan shall be borne by the
  Company.

              


      

      


      
        	 
      	
                (c)

              	
                By
      accepting any Incentive Award, each Grantee and each person claiming by or
      through him shall be deemed to have indicated his acceptance of the
      Plan.

              


      

      



      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      5.15         Severability

           

      In the
event that any provision of this Plan shall be held illegal, invalid or
unenforceable for any reason, such provision shall be fully severable, but shall
not affect the remaining provisions of the Plan, and the Plan shall be construed
and enforced as if the illegal, invalid, or unenforceable provision was not
included herein.

      


      5.16        Gender, Tense and
Headings

      


      Whenever
the context so requires, words of the masculine gender used herein shall include
the feminine and neuter, and words used in the singular shall include the
plural. Section headings as used herein are inserted solely for convenience and
reference and constitute no part of the interpretation or construction of the
Plan.

      


      5.17        Governing
Law

      


      The Plan
shall be interpreted, construed and constructed in accordance with the laws of
the State of Nevada without regard to its conflicts of law provisions, except as
may be superseded by applicable laws of the United States.

      


      5.18         Term
of the Plan

      


      Unless
terminated earlier pursuant to Section 5.7
hereof, the Plan shall terminate as of the close of business on January 1, 2019,
and no Incentive Award may be granted under the Plan thereafter, but such
termination shall not affect any Incentive Award issued or granted on or prior
to such termination date.

      


      6.19           Section
409A Compliance

       

      To the
extent that the Plan provides for the payment of amounts that constitute
“nonqualified deferred compensation” under Code Section 409A, the Plan is
intended to comply with the provisions of Code Section 409A so as to prevent the
inclusion of gross income of any amounts deferred hereunder in a taxable year
that is prior to the taxable year or years in which such amounts would otherwise
be actually distributed and made available to Grantees or
beneficiaries.

      


      [Signature
Page Follows]

       

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

       

       

      [Signature
Page to 2009 Stock Incentive Plan]

      


      


      IN
WITNESS WHEREOF, the Company has caused this Plan to be duly executed in its
name and on its behalf by its duly authorized officer, effective as of January
__, 2009.

      


      
        	 
      	 
      	 
      
	 
      	
                BIONEUTRAL
      GROUP, INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:______________________________

              	 
      
	 
      	
                Name:   Victoria
      Callanan

              	 
      
	 
      	
                Title:     President
      & Chief Executive Officer

              	 
      


      

       

       

      22