ldhls8021308ex4-1.htm


    
      

      

    

    
      EXHIBIT
4.1

       

      LD
HOLDINGS, INC.

       

      2009
EQUITY INCENTIVE PLAN

       

      ARTICLE
1. ESTABLISHMENT AND PURPOSE

       

      1.1
Establishment of the Plan. LD Holdings, Inc., a Nevada corporation (the
"Company"), hereby establishes an incentive compensation plan (the "Plan"), as
set forth in this document.

       

      1.2
Purpose of the Plan. The purpose of the Plan is to promote the success and
enhance the value of the Company by linking the personal interests of
Participants to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to attract and retain the services of Participants upon whose judgment,
interest, and special efforts the successful operation of LD Holdings, Inc. and
its subsidiaries is dependent.

       

      1.3
Effective Date of the Plan. The Plan shall become effective on February 10,
2009.

       

      ARTICLE
2. DEFINITIONS

       

      Whenever
used in the Plan, the following terms shall have the meanings set forth below
and, when the meaning is intended, the initial letter of the word is
capitalized:

       

      (a)
"Award" means, individually or collectively, a grant under this Plan of Stock,
Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, or
Performance Shares.

       

      (b)
"Award Agreement" means an agreement which may be entered into by each
Participant and the Company, setting forth the terms and provisions applicable
to Awards granted to Participants under this Plan.

       

      (c)
"Board" or "Board of Directors" means the Company's Board of
Directors.

       

      (d)
"Cause" shall mean willful and gross misconduct on the part of an Eligible
Person that is materially and demonstrably detrimental to the Company or any
Subsidiary as determined by the Committee in its sole discretion.

       

      (e)
"Change in Control" shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
(A) a person who on February 10, 2009 was the beneficial owner of more than 25%
of the outstanding Shares, (B) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or (C) a corporation owned
directly or indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities, or (ii) during any period of two

       

      (2)
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new Director whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds (2/3) of the Directors then still in
office who either were Directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the shareholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty-five percent
(55%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation, or the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.

       

      (f)
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

       

      (g)
"Committee" means the committee or committees, as specified in Article 3,
appointed by the Board to administer the Plan with respect to grants of
Awards.

       

      (h)
"Consultant" means a natural person under contract with the Company to provide
bona fide services to the Company which are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company's
securities.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      (i)
"Director" means any individual who is a member of the LD Holdings, Inc. Board
of Directors.

       

      (j)
"Disability" shall mean the Participant's inability to perform the Participant's
normal Employment functions due to any medically determinable physical or mental
disability, which can last or has lasted 12 months or is expected to result in
death.

       

      (k)
"Eligible Person" means an Employee, Director or Consultant.

       

      (l)
"Employee" means any officer or employee of the Company or of one of the
Company's Subsidiaries. Directors who are not otherwise employed by the Company
shall not be considered Employees under this Plan.

       

      (m)
"Employment," with reference to an Employee, means the condition of being an
officer or employee of the Company or one of its Subsidiaries. "Employment,"
with reference to a Consultant, means the condition of being a Consultant.
"Employment," with reference to a Director, means the condition of being a
Director. The change in status of an Eligible Person among the categories of
Employee, Director and Consultant shall not be deemed a termination of
Employment.

       

      (n)
"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time, or any successor Act thereto.

       

      (o)
"Exercise Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option, as determined by the Committee.

       

      (p) "Fair
Market Value" shall mean (i) at such time as there are closing prices quoted for
the Shares, the closing price of Shares on the relevant date, or (if there were
no sales on such date) the next preceding trading date, all as reported on the
principal market for the Shares, or (ii) at such time as there is a public
market quoted without closing prices, the mean of the closing high bid and low
asked on the relevant date, as reported on the principal market for the Shares,
or

       

      (iii) at
such time as there is no public market for the Shares, the value determined from
time to time by the Board of Directors.

       

      (q)
"Incentive Stock Option" or "ISO" means an option to purchase Shares from LD
Holdings, Inc., granted under this Plan, which is designated as an Incentive
Stock Option and is intended to meet the requirements of Section 422 of the
Code.

       

      (r)
"Insider" shall mean an Eligible Person who is, on the relevant date, an
officer, director, or ten percent (10%) beneficial owner of the Company, as
those terms are defined under Section 16 of the Exchange Act.

       

      (s)
"Nonqualified Stock Option" or "NQSO" means the option to purchase Shares from
LD Holdings, Inc., granted under this Plan, which is not intended to be an
Incentive Stock Option.

       

      (t)
"Option" or "Stock Option" shall mean an Incentive Stock Option or a
Nonqualified Stock Option.

       

      (u)
"Participant" means a person who holds an outstanding Award granted under the
Plan.

       

      (v)
"Performance Share" shall mean an Award granted to an Eligible Person pursuant
to Article 8 herein.

       

      (w)
"Plan" means this 2009 Equity Incentive Plan.

       

      (x)
"Restricted Stock" means an Award of Stock granted to an Eligible Person
pursuant to Article 7 herein.

       

      (y)
"Restriction Period" means the period during which Shares of Restricted Stock
are subject to restrictions or conditions under Article 7.

       

      (z)
"Shares" or "Stock" means the shares of common stock of the
Company.

       

      (aa)
"Subsidiary" shall mean any corporation in which the Company owns directly, or
indirectly through subsidiaries, more than fifty percent (50%) of the total
combined voting power of all classes of Stock, or any other entity (including,
but not limited to, partnerships and joint ventures) in which the Company owns
more than fifty percent (50%) of the combined equity thereof.

       

      ARTICLE
3. ADMINISTRATION

       

      3.1 The
Committee. The Plan and all Awards hereunder shall be administered by one or
more Committees of the Board as may be appointed by the Board for this purpose.
The Board may appoint a Committee specifically responsible for Awards to
Insiders (the "Disinterested Committee") where each Director on such
Disinterested Committee is a "Non-Employee Director" (or any successor
designation for determining who may administer plans, transactions or awards
exempt under Section 16(b) of the Exchange Act), as that term is used in Rule
16b-3 under the Exchange Act, as that rule may be modified from time to time. If
no specific Committee is appointed by the Board, then the Board in its entirety
shall be the Committee. Any Committee may be replaced by the Board at any
time.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      3.2
Authority of the Committee. The Committee shall have full power, except as
limited by law and subject to the provisions herein, to select the recipients of
Awards; to determine the size and types of Awards; to determine the terms and
conditions of such Awards in a manner consistent with the Plan; to construe and
interpret the Plan and any agreement or instrument entered into under the Plan;
to establish, amend, or waive rules and regulations for the Plan's
administration; and (subject to the provisions of Article 10 herein) to amend
the terms and conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan.

       

      No Award
may be made under the Plan after December 31, 2017.

       

      All
determinations and decisions made by the Committee pursuant to the provisions of
the Plan and all related orders or resolutions of the Board shall be final,
conclusive, and binding on all persons, including the Company, its stockholders,
Eligible Persons, Participants, and their estates and
beneficiaries.

       

      Subject
to the terms of this Plan, the Committee is authorized, and shall not be limited
in its discretion, to use any of the Performance Criteria specified herein in
its determination of Awards under this Plan.

       

      ARTICLE
4. SHARES SUBJECT TO THE PLAN

       

      4.1
Number of Shares. Subject to adjustment as provided in

       

      Section
4.3 herein, the number of Shares available for grant under the Plan shall not
exceed five million (5,000,000) Shares. The Shares granted under this Plan may
be either authorized but unissued or reacquired Shares.

       

      Without
limiting the discretion of the Committee under this section, unless otherwise
provided by the Committee, the following rules will apply for purposes of the
determination of the number of Shares available for grant under the Plan or
compliance with the foregoing limits:

       

      (a) The
grant of Stock, a Stock Option or a Restricted Stock Award shall reduce the
Shares available for grant under the Plan by the number of Shares subject to
such Award. However, to the extent the Participant uses previously owned Shares
to pay the Exercise Price or any taxes, or Shares are withheld to pay taxes,
these Shares shall be available for regrant under the Plan.

       

      (b) With
respect to Performance Shares, the number of Performance Shares granted under
the Plan shall be deducted from the number of Shares available for grant under
the Plan. The number of Performance Shares which cannot be, or are not,
converted into Shares and distributed to the Participant (after any applicable
tax withholding) following the end of the Performance Period shall increase the
number of Shares available for regrant under the Plan by an equal
amount.

       

      4.2
Lapsed Awards. If any Award granted under this Plan is canceled, terminates,
expires, or lapses for any reason, Shares subject to such Award shall be again
available for the grant of an Award under the Plan.

       

      4.3
Adjustments in Authorized Plan Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, Stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, an adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Awards granted
under the Plan, and/or the number of outstanding Options, Shares of Restricted
Stock, and Performance Shares constituting outstanding Awards, as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.

       

      ARTICLE
5. STOCK GRANT

       

      5.1 Grant
of Stock. Subject to the terms and provisions of the Plan, the Board of
Directors, at any time and from time to time, may grant Shares of Stock to
Eligible Persons in such amounts and upon such terms and conditions as the Board
of Directors shall determine.

       

      ARTICLE
6. STOCK OPTIONS

       

      6.1 Grant
of Options. Subject to the terms and provisions of the Plan, Options may be
granted to Eligible Persons at any time and from time to time, and under such
terms and conditions, as shall be determined by the Committee. The Committee
shall have discretion in determining the number of Shares subject to Options
granted to each Eligible Person. The Committee may grant ISOs, NQSOs, or a
combination thereof. ISOs, however, may be granted only to Employees and only if
this Plan is approved by the shareholders of the Company within one year after
it is adopted by the Board of Directors.

       

      6.2 Form
of Issuance. Each Option grant may be issued in the form of an Award Agreement
and/or may be recorded on the books and records of the Company for the account
of the Participant. If an Option is not issued in the form of an Award
Agreement, then the Option shall be deemed granted as determined by the
Committee. The terms and conditions of an Option shall be set forth in the Award
Agreement, in the notice of the issuance of the grant, or in such other
documents as the Committee shall determine. Such terms and conditions shall
include the Exercise Price, the duration of the Option, the number of Shares to
which an Option pertains (unless otherwise provided by the Committee, each
Option may be exercised to purchase one Share), and such other provisions as the
Committee shall determine, including, but not limited to whether the Option is
intended to be an ISO or a NQSO.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      6.3
Exercise Price.

       

      (a)
Unless a greater Exercise Price is determined by the Committee, the Exercise
Price for each ISO awarded under this Plan shall be equal to one hundred percent
(100%) of the Fair Market Value of a Share on the date the Option is granted.
If, however, the Eligible Person owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of its parent or subsidiary corporations, then the Exercise Price of an ISO
shall be not less than one hundred ten percent (110%) of the Fair Market Value
of a Share on the date the Option is granted.

       

      (b) The
Exercise Price of a NQSO shall be determined by the Committee in its sole
discretion.

       

      6.4
Duration of Options. Each Option shall expire at such time as the Committee
shall determine at the time of grant (which duration may be extended by the
Committee); provided, however, that no Option shall be exercisable later than
the tenth (10th) anniversary date of its grant. If, however, the Eligible Person
owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary
corporations, then no Option shall be exercisable later than the fifth (5th)
anniversary date of its grant.

       

      6.5
Vesting of Options. Options shall vest at such times and under such terms and
conditions as determined by the Committee; provided, however, unless a different
vesting period is provided by the Committee at or before the grant of an Option,
the Options will vest on the first anniversary of the grant.

       

      6.6
Exercise of Options. Options granted under the Plan shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall
in each instance approve, which need not be the same for each grant or for each
Participant.

       

      Options
shall be exercised by delivery of a written notice (including e-mail and
telecopies) to the Secretary of the Company (or, if so provided by the Company,
to its designated agent), which notice shall be irrevocable, setting forth the
exact number of Shares with respect to which the Option is being exercised and
including with such notice payment of the Exercise Price. When Options have been
transferred, the Company or its designated agent may require appropriate
documentation that the person or persons exercising the Option, if other than
the Participant, has the right to exercise the Option. No Option may be
exercised with respect to a fraction of a Share.

       

      6.7
Payment. The Exercise Price shall be paid in full at the time of exercise. No
Shares shall be issued or transferred until full payment has been received
therefor.

       

      Payment
may be made:

       

      (a) in
cash, or

       

      (b)
unless otherwise provided by the Committee at any time, and subject to such
additional terms and conditions and/or modifications as the Committee or the
Company may impose from time to time, and further subject to suspension or
termination of this provision by the Committee or Company at any time, by
delivery of Shares of Stock owned by the Participant in partial (if in partial
payment, then together with cash) or full payment (if a fractional Share remains
after payment of the Exercise Price in full by previously owned Shares, then the
fractional Share shall be withheld for taxes); provided, however, as a condition
to paying any part of the Exercise Price in Stock, at the time of exercise of
the Option, the Participant must establish to the satisfaction of the Company
that the Stock tendered to the Company has been held by the Participant for a
minimum of six (6) months preceding the tender; or

       

      If
payment is made by the delivery of Shares of Stock, the value of the Shares
delivered shall be equal to the Fair Market Value of the Shares on the day
preceding the date of exercise of the Option.

       

      6.8
Termination of Employment. Unless otherwise provided by the Committee, the
following limitations on exercise of Options shall apply upon termination of
Employment:

       

      (a)
Termination by Death or Disability. In the event the Employment of a Participant
shall terminate by reason of death or Disability, all outstanding Options
granted to that Participant shall immediately vest as of the date of termination
of Employment and may be exercised, if at all, no more than three (3) years from
the date of the termination of Employment, unless the Options, by their terms,
expire earlier.

       

      (b)
Termination for Cause. If the Employment of a Participant shall be terminated by
the Company for Cause, all outstanding Options held by the Participant shall
immediately be forfeited to the Company and no additional exercise period shall
be allowed, regardless of the vested status of the Options.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      (c)
Retirement or Other Termination of Employment. If the Employment of a
Participant shall terminate for any reason other than the reasons set forth in
(a) or (b) above, all outstanding Options which are vested as of the effective
date of termination of Employment may be exercised, if at all, no more than
thirty (30) days from the date of termination of Employment, unless the Options,
by their terms, expire earlier. In the event of the death of the Participant
after termination of Employment, this paragraph (c) shall still apply and not
paragraph (a), above.

       

      (d)
Options not Vested at Termination. Except as provided in paragraph (a) above,
all Options held by the Participant which are not vested on or before the
effective date of termination of Employment shall immediately be forfeited to
the Company (and shall once again become available for grant under the
Plan).

       

      (e)
Notwithstanding the foregoing, the Committee may, in its sole discretion,
establish different terms and conditions pertaining to the effect of termination
of Employment, but no such modification shall shorten the terms of Options
issued prior to such modification.

       

      6.9
Restrictions on Exercise and Transfer of Options. Unless otherwise provided by
the Committee:

       

      (a)
During the Participant's lifetime, the Participant's Options shall be
exercisable only by the Participant or by the Participant's guardian or legal
representative. After the death of the Participant, an Option shall only be
exercised by the holder thereof (including, but not limited to, an executor or
administrator of a decedent's estate) or his guardian or legal
representative.

       

      (b) No
Option shall be transferable except: (i) in the case of the Participant, only
upon the Participant's death; and (ii) in the case of any holder after the
Participant's death, only by will or by the laws of descent and
distribution.

       

      6.10
Competition. Notwithstanding anything in this Article 6 to the contrary, in the
event the Committee determines, in its sole discretion, that a Participant is
engaging in activity competitive with the Company, any Subsidiary, or any
business in which any of the foregoing have a substantial interest (the "LD
Holdings, Inc. Businesses"), the Committee may cancel any Option granted to such
Participant, whether or not vested, in whole or in part. Such cancellation shall
be effective as of the date specified by the Committee. Competitive activity
shall mean any business or activity if a substantially similar business activity
is being carried on by a LD Holdings, Inc. Business, including, but not limited
to, representing or providing consulting services to any person or entity that
is engaged in competition with a LD Holdings, Inc. Business or that takes a
position adverse to a LD Holdings, Inc. Business. However, competitive activity
shall not include, among other things, owning a nonsubstantial interest as a
shareholder in a competing business.

       

      ARTICLE
7. RESTRICTED STOCK

       

      7.1 Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant Shares of Restricted
Stock to Eligible Persons in such amounts and upon such terms and conditions as
the Committee shall determine. In addition to any other terms and conditions
imposed by the Committee, vesting of Restricted Stock may be conditioned upon
the attainment of Performance Goals based on Performance Criteria in the same
manner as provided in Section 8.3, herein with respect to Performance
Shares.

       

      7.2
Restricted Stock Agreement. The Committee may require, as a condition to an
Award, that a recipient of a Restricted Stock Award enter into a Restricted
Stock Award Agreement, setting forth the terms and conditions of the Award. In
lieu of a Restricted Stock Award Agreement, the Committee may provide the terms
and conditions of an Award in a notice to the Participant of the Award, on the
Stock certificate representing the Restricted Stock, in the resolution approving
the Award, or in such other manner as it deems appropriate.

       

      7.3
Transferability. Except as otherwise provided in this Article 7, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of the applicable
Restriction Period established by the Committee, if any.

       

      7.4 Other
Restrictions. The Committee may impose such other conditions and/or restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, a requirement that Participants pay a
stipulated purchase price for each Share of Restricted Stock and/or restrictions
under applicable Federal or state securities laws; and may legend the
certificates representing Restricted Stock to give appropriate notice of such
restrictions.

       

      The
Company shall also have the right to retain the certificates representing Shares
of Restricted Stock in the Company's possession until such time as all
conditions and/or restrictions applicable to such Shares have been
satisfied.

       

      7.5
Removal of Restrictions. Except as otherwise provided in this Article 7, Shares
of Restricted Stock covered by each Restricted Stock grant made under the Plan
shall become freely transferable by the Participant after the last day of the
Restriction Period and completion of all conditions to vesting, if any. However,
unless otherwise provided by the Committee, the Committee, in its sole
discretion, shall have the right to immediately waive all or part of the
restrictions and conditions with regard to all or part of the Shares held by any
Participant at any time.

       

      7.6
Voting Rights, Dividends and Other Distributions. During the Restriction Period,
Participants holding Shares of Restricted Stock granted hereunder may exercise
full voting rights and shall receive all regular cash dividends paid with
respect to such Shares. Except as provided in the following sentence, in the
sole discretion of the Committee, other cash dividends and other distributions
paid to Participants with respect to Shares of Restricted Stock may be subject
to the same restrictions and conditions as the Shares of Restricted Stock with
respect to which they were paid. If any such dividends or distributions are paid
in Shares, the Shares shall be subject to the same restrictions and conditions
as the Shares of Restricted Stock with respect to which they were
paid.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      7.7
Termination of Employment Due to Death or Disability. In the event the
Employment of a Participant shall terminate by reason of death or Disability,
unless otherwise provided by the Committee prior to or at the time of the Award,
all Restriction Periods and all restrictions imposed on outstanding Shares of
Restricted Stock held by the Participant shall immediately lapse and the
Restricted Stock shall immediately become fully vested as of the date of
termination of Employment.

       

      7.8
Termination of Employment for Other Reasons. If the Employment of a Participant
shall terminate for any reason other than those specifically set forth in
Section 7.7 herein, all Shares of Restricted Stock held by the Participant which
are not vested as of the effective date of termination of Employment immediately
shall be forfeited and returned to the Company.

       

      ARTICLE
8. PERFORMANCE SHARES

       

      8.1
Grants of Performance Shares. A Performance Share is equivalent in value to a
Share of Stock. Subject to the terms of the Plan, Performance Shares may be
granted to Eligible Persons at any time and from time to time, as determined by
the Committee. The Committee shall have complete discretion in determining the
number of Performance Shares awarded to each Participant.

       

      8.2
Performance Period. The Performance Period for Performance Shares is the period
over which the Performance Goals are measured. The Performance Period is set by
the Committee for each Award; however, in no event shall an Award have a
Performance Period of less than six months.

       

      8.3
Performance Goals. For each Award of Performance Shares, the Committee shall
establish performance objectives ("Performance Goals") for the Company, its
Subsidiaries, and/or divisions of any of foregoing, based on the Performance
Criteria and other factors set forth below. Performance Goals shall include
payout tables, formulas or other standards to be used in determining the extent
to which the Performance Goals are met, and, if met, the number of Performance
Shares distributed to Participants in accordance with Section 8.5. All
Performance Shares which may not be converted under the Performance Goals or
which are reduced by the Committee under Section 8.5 or which may not be
converted for any other reason after the end of the Performance Period shall be
canceled at the time they would otherwise be distributable. When the Committee
desires an Award to qualify under Section 162(m) of the Code, as amended, the
Committee shall establish the Performance Goals for the respective Performance
Shares prior to or within 90 days of the beginning of the service relating to
such Performance Goal, and not later than after 25% of such period of service
has elapsed. For all other Awards, the Performance Goals must be established
before the end of the respective Performance Period.

       

      (a) The
Performance Criteria which the Committee is authorized to use, in its sole
discretion, are any of the following criteria or any combination
thereof:

       

      (1)
Financial performance of the Company (on a consolidated basis), of one or more
of its Subsidiaries, and/or a division of any of the foregoing. Such financial
performance may be based on net income and/or Value Added (after-tax cash
operating profit less depreciation and less a capital charge).

       

      (2)
Service performance of the Company (on a consolidated basis), of one or more of
its Subsidiaries, and/or of a division of any of the foregoing. Such service
performance may be based upon measured customer perceptions of service
quality.

       

      (3) The
Company's Stock price; return on shareholders' equity; total shareholder return
(Stock price appreciation plus dividends, assuming the reinvestment of
dividends); and/or earnings per share.

       

      (4) With
respect to the Company (on a consolidated basis), to one or more of its
Subsidiaries, and/or to a division of any of the foregoing: sales, costs, market
share of a product or service, return on net assets, return on assets, return on
capital, profit margin, and/or operating revenues, expenses or
earnings.

       

      (5)
Completion of a marketing or development project as defined in the Award
Agreement.

       

      (b)
Except to the extent otherwise provided by the Committee in full or in part, if
any of the following events occur during a Performance Period and would directly
affect the determination of whether or the extent to which Performance Goals are
met, they shall be disregarded in any such computation: changes in accounting
principles; extraordinary items; changes in tax laws affecting net income and/or
Value Added; natural disasters, including floods, hurricanes, and earthquakes;
and intentionally inflicted damage to property which directly or indirectly
damages the property of the Company or its Subsidiaries. No such adjustment
shall be made to the extent such adjustment would cause the Performance Shares
to fail to satisfy the performance-based exemption of Section 162(m) of the
Code.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      8.4
Dividend Equivalents on Performance Shares. Unless reduced or eliminated by the
Committee, a cash payment in an amount equal to the dividend payable on one
Share will be made to each Participant for each Performance Share which on the
record date for the dividend had been awarded to the Participant and not
converted, distributed or canceled.

       

      8.5 Form
and Timing of Payment of Performance Shares. As soon as practicable after the
applicable Performance Period has ended and all other conditions (other than
Committee actions) to conversion and distribution of a Performance Share Award
have been satisfied (or, if applicable, at such other time determined by the
Committee at or before the establishment of the Performance Goals for such
Performance Period), the Committee shall determine whether and the extent to
which the Performance Goals were met for the applicable Performance Shares. If
Performance Goals have been met, then the number of Performance Shares to be
converted into Stock and distributed to the Participants shall be determined in
accordance with the Performance Goals for such Awards, subject to any limits
imposed by the Committee. Conversion of Performance Shares shall occur as soon
as reasonably administratively possible following the determination of the
number of Shares to which the Participant is entitled.

       

      8.6
Termination of Employment Due to Death or Disability. Unless otherwise provided
by the Committee prior to or at the time of an Award, if the Employment of a
Participant shall terminate by reason of death or Disability, the Participant
shall receive a distribution of all outstanding Performance Shares calculated as
if all unfinished Performance Periods had ended with 100% of the Performance
Goals achieved, payable in the year following the date of termination of
Employment.

       

      8.7
Termination of Employment for Other Reasons. If the Employment of a Participant
shall terminate for other than a reason set forth in Section 8.6 (and other than
for Cause), the number of Performance Shares to be converted and distributed
shall be converted and distributed based upon the achievement of the Performance
Goals and in accordance with all other terms of the Award and the Plan; however,
the Participant may receive no more than a prorated payout of all Performance
Shares, based on the portions of the respective Performance Periods that have
been completed.

       

      8.8
Termination of Employment for Cause. In the event that a Participant's
Employment shall be terminated by the Company for Cause, all Performance Shares
shall be forfeited by the Participant to the Company.

       

      8.9
Nontransferability. Performance Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or laws of
intestacy.

       

      ARTICLE
9. Employee Matters

       

      9.1
Employment Not Guaranteed. Nothing in the Plan shall interfere with or limit in
any way the right of the Company or any Subsidiary to terminate any
Participant's Employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or one of its
Subsidiaries.

       

      9.2
Participation. No Eligible Person shall have the right to be selected to receive
an Award under this Plan, or, having been so selected, to be selected to receive
a future Award.

       

      9.3
Claims and Appeals. Any claim under the Plan by a Participant or anyone claiming
through a Participant shall be presented to the Committee. Any person whose
claim under the Plan has been denied may, within sixty (60) days after receipt
of notice of denial, submit to the Committee a written request for review of the
decision denying the claim. The Committee shall determine conclusively for all
parties all questions arising in the administration of the Plan.

       

      ARTICLE
10. AMENDMENT, MODIFICATION, AND TERMINATION

       

      10.1
Amendment, Modification, and Termination. The Board of Directors alone shall
have the right to alter, amend or revoke the Plan or any part thereof at any
time and from time to time, provided, however, that the Board of Directors may
not, without the approval of the holders of a majority of the voting Shares,
make any alteration or amendment to the Plan which changes the aggregate number
of shares of Common Stock which may be issued under the Plan, extend the term of
the Plan, or change the employees or class of employees eligible to receive
Awards thereunder. The Board may at any time suspend or terminate the Plan in
whole or in part.

       

      10.2
Awards Previously Granted. No termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously granted
under the Plan, without the written consent of the Participant holding such
Award.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      ARTICLE
11. CHANGE IN CONTROL

       

      Upon the
occurrence of a Change in Control:

       

      (a) Any
and all Options granted hereunder immediately shall become vested and
exercisable;

       

      (b) Any
Restriction Periods and all restrictions imposed on Restricted Shares shall
lapse and they shall immediately become fully vested;

       

      (c) The
100% Performance Goal for all Performance Shares relating to incomplete
Performance Periods shall be deemed to have been fully achieved and shall be
converted and distributed in accordance with all other terms of the Award and
this Plan; provided, however, notwithstanding anything to the contrary in this
Plan, no outstanding Performance Share may be reduced.

       

      ARTICLE
12. WITHHOLDING

       

      12.1 Tax
Withholding. The Company shall deduct or withhold an amount sufficient to
satisfy Federal, state, and local taxes (including the Participant's employment
tax obligations) required by law to be withheld with respect to any taxable
event arising or as a result of this Plan ("Withholding Taxes").

       

      12.2
Share Withholding. With respect to withholding required upon the exercise of
Options, upon the lapse of restrictions on Restricted Stock, upon the
distribution of Performance Shares in the form of Stock, or upon any other
taxable event hereunder involving the transfer of Stock to a Participant, the
Company shall withhold Stock having a Fair Market Value on the date the tax is
to be determined in an amount equal to the Withholding Taxes on such Stock. Any
fractional Share remaining after the withholding shall be withheld as additional
Federal withholding.

       

      Prior to
the end of any Performance Period a Participant may elect to have a greater
amount of Stock withheld from the distribution of Performance Shares to pay
withholding taxes; provided, however, the Committee may prohibit or limit any
individual election or all such elections at any time.

       

      12.3
Payment In Lieu of Share Withholding. In any situation in which the Company
would be required to withhold Stock pursuant to Sec. 12.2 above, the Participant
may, in lieu of all or part of such withholding, remit to the Company an amount
in cash sufficient to satisfy the federal, state and local withholding tax
requirements or may direct the Company to withhold from other amounts payable to
the Participant, including salary.

       

      ARTICLE
13. SUCCESSORS

       

      All
obligations of the Company under the Plan, with respect to 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.

       

      ARTICLE
14. LEGAL CONSTRUCTION

       

      14.1
Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

       

      14.2
Requirements of Law. The granting of 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.

       

      14.3
Securities Law Compliance. With respect to Insiders, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the plan or
action by the Committee fails to comply with a condition of Rule 16b-3 or its
successors, it shall not apply to the Insiders or transactions
thereby.

       

      14.4
Governing Law. To the extent not preempted by Federal law, the Plan, and all
agreements hereunder, shall be construed in accordance with and governed by the
laws of the State of Nevada.

       

      13