STOCK INCENTIVE
PLAN


























For:












CONSTITUTION
MINING CORP.






































Constitution Mining
Corp.


6139 S.
Rural Road, Suite 103, Tempe, Arizona, U.S.A., 85283-2929


__________





CONSTITUTION MINING
CORP.




(as Amended and Restated on
March 3, 2009)




1.
            PURPOSE




1.1 The
purpose of this Stock Incentive Plan of Constitution Mining Corp. (the “Company”) is to advance the
interests of the Company by encouraging Eligible Participants (as herein
defined) to acquire shares of the Company, thereby increasing their proprietary
interest in the Company, encouraging them to remain associated with the Company
and furnish them with additional incentive in their efforts on behalf of the
Company in the conduct of their affairs.




1.2 This Plan
is specifically designed for Eligible Participants of the Company who are
residents of the United States and/or subject to taxation in the United States,
although Awards (as herein defined) under this Plan may be issued to other
Eligible Participants.




1.3 This Plan
amends and replaces, in its entirety, the Company’s original 2007 Stock
Incentive Plan which was adopted by the Company on August 3, 2007 and
subsequently amended.




2.
            DEFINITIONS




2.1 As used
herein, the following definitions shall apply:




(a)
            “Administrator” means a
      Committee of the Board duly appointed by the Board, or otherwise the
      Board;




(b)
            “Affiliate” and “Associate” have the
      meanings ascribed to such terms in Rule 12b 2 promulgated under the
      Exchange Act;




(c)
            “Applicable Laws” means
      the legal requirements relating to the administration of stock incentive
      plans, if any, under applicable provisions of federal securities laws,
      state corporate laws, state or provincial securities laws, the Code, the
      rules of any applicable stock exchange or national market system, and the
      rules of any foreign jurisdiction applicable to Awards granted to
      residents therein;




(d)
            “Award” means the grant
      of an Option, SAR, Restricted Stock, unrestricted Shares, Restricted Stock
      Unit, Deferred Stock Unit or other right or benefit under this
      Plan;




(e)
            “Award Agreement” means
      the written agreement evidencing the grant of an Award executed by the
      Company and the Grantee, including any amendments
  thereto;




(f)
            “Award Right” means each
      right to acquire a Share pursuant to an
Award;




(g)
            “Board” means the Board
      of Directors of the Company;












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




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




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




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




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




(v)
            commission
      of a crime involving dishonesty, breach of trust, or physical or emotional
      harm to any person;




(i)
            “Change in Control”
      means, except as provided below, a change in ownership or control of the
      Company effected through any of the following
  transactions:




(i)
            the
      direct or indirect acquisition by any person or related group of persons
      (other than an acquisition from or by the Company or by a
      Company-sponsored employee benefit plan or by a person that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Company) of beneficial ownership (within the meaning of Rule 13d 3 of
      the Exchange Act) of securities possessing more than 50% of the total
      combined voting power of the Company’s outstanding securities pursuant to
      a tender or exchange offer made directly to the Company’s shareholders
      which a majority of the Continuing Directors who are not Affiliates or
      Associates of the offeror do not recommend such shareholders
      accept;




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




(iii)
            the
      sale or exchange by the Company (in one or a series of transactions) of
      all or substantially all of its assets to any other person or entity;
      or




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(iv)
            approval
      by the shareholders of the Company of a plan to dissolve and liquidate the
      Company.




Notwithstanding
the foregoing, the following transactions shall not constitute a “Change of
Control”:




(v)
            the
      closing of any public offering of the Company’s securities pursuant to an
      effective registration statement filed under the United States Securities Act of 1933,
      as amended,




(vi)
            the
      closing of a public offering of the Company’s securities through the
      facilities of any stock exchange;
or




(vii)
            with
      respect to an Award that is subject to Section 409A of the Code, and
      payment or settlement of such Award is to be accelerated in connection
      with an event that would otherwise constitute a Change of Control, no
      event set forth previously in this definition shall constitute a Change of
      Control for purposes of this Plan or any Award Agreement unless such event
      also constitutes a “change in the ownership”, “change in the effective
      control” or “change in the ownership of a substantial portion of the
      assets of the corporation” as defined under Section 409A of the Code and
      Treasury guidance formulated thereunder which guidance currently provides
      that:




(A)
            a
      “change in ownership” of a corporation shall be deemed to have occurred if
      any one person or more than one person acting as a group acquires stock of
      a corporation that constitutes more than 50% of the total Fair Market
      Value or total voting power of the stock of the corporation. Stock
      acquired by any person or group of people who already owns more than 50%
      of such total Fair Market Value or total voting power of stock shall not
      trigger a change in ownership;




(B)
            a
      “change in the effective control” of a corporation generally shall be
      deemed to have occurred if within a 12-month period
  either:




(I)
            any
      one person or more than one person acting as a group acquires ownership of
      stock possessing 35% or more of the total voting power of the stock of the
      corporation; or




(II)
            a
      majority of the members of the corporation’s board of directors is
      replaced by directors whose appointment or election is not endorsed by a
      majority of the members of the corporation’s board of directors prior to
      the date of the appointment or election;
and




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(C)
            a
      “change in the ownership of a substantial portion of the corporation’s
      assets” generally is deemed to occur if within a 12-month period any
      person, or more than one person acting as a group, acquires assets from
      the corporation that have a total gross fair market value at least equal
      to 40% of the total gross fair market value of all the corporation’s
      assets immediately prior to such acquisition.  The gross fair
      market value of assets is determined without regard to any
      liabilities;




(j)
            “Code” means the United
      States Internal Revenue
      Code of 1986, as amended;




(k)
            “Committee” means the
      Compensation Committee or any other committee appointed by the Board to
      administer this Plan in accordance with the provisions of this
      Plan;




(l)
            “Common Stock” means the
      common stock of the Company;




(m)
            “Company” means
      Constitution Mining Corp., a Nevada
corporation;




(n)
            “Consultant” means any
      person (other than an Employee) who is engaged by the Company or any
      Related Entity to render consulting or advisory services to the Company or
      such Related Entity;




(o)
            “Continuing Directors”
      means members of the Board who either (i) have been Board members
      continuously for a period of at least 36 months, or (ii) have been Board
      members for less than 36 months and were appointed or nominated for
      election as Board members by at least a majority of the Board members
      described in clause (i) who were still in office at the time such
      appointment or nomination was approved by the
  Board;




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




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(q)
            “Corporate Transaction”
      means any of the following
transactions:




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




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




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




(r)
            “Covered Employee” means
      an Employee who is a “covered employee” under Section 162(m)(3) of the
      Code;




(s)
            “Deferred Stock Units”
      means Awards that are granted to Directors and are subject to the
      additional provisions set out in Subpart A which is attached hereto and
      which forms a material part hereof;




(t)
            “Director” means a member
      of the Board or the board of directors of any Related
    Entity;




(u)
            “Disability” or “Disabled” means that a
      Grantee is unable to carry out the responsibilities and functions of the
      position held by the Grantee by reason of any medically determinable
      physical or mental impairment.  A Grantee shall not be
      considered to have incurred a Disability unless he or she furnishes proof
      of such impairment sufficient to satisfy the Administrator in its
      discretion.  Notwithstanding the above, (i) with respect to an
      Incentive Stock Option, “Disability” or “Disabled” shall mean permanent
      and total disability as defined in Section 22(e)(3) of the Code and (ii)
      to the extent an Option is subject to Section 409A of the Code, and
      payment or settlement of the Option is to be accelerated solely as a
      result of the Eligible Participant’s Disability, Disability shall have the
      meaning ascribed thereto under Section 409A of the Code and the Treasury
      guidance promulgated thereunder;




(v)
            “Disinterested Shareholder
      Approval” means approval by a majority of the votes cast by all the
      Company’s shareholders at a duly constituted shareholders’ meeting,
      excluding votes attached to shares beneficially owned by
      Insiders;




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(w)
            “Eligible Participant”
      means any person who is an Officer, a Director, an Employee or a
      Consultant, including individuals who are foreign nationals or are
      employed or reside outside the United
States;




(x)
            “Employee” means any
      person who is a full-time or part-time employee of the Company or any
      Related Entity;




(y)
            “Exchange Act” means the
      United States Securities Exchange Act of 1934,
      as amended;




(z)
            “Fair Market Value”
      means, as of any date, the value of a Share determined in good faith by
      the Administrator.  By way of illustration, but not limitation,
      for the purpose of this definition, good faith shall be met if the
      Administrator employs the following
methods:




(i)
            Listed Stock.
      If the Common Stock is traded on any established stock exchange or quoted
      on a national market system, fair market value shall be (A) the closing
      sales price for the Common Stock as quoted on that stock exchange or
      system for the date the value is to be determined (the “Value Date”) as
      reported in The Wall Street Journal or a similar publication, or (B) if
      the rules of the applicable stock exchange require, the volume-weighted
      average trading price for five days prior to the date the Board approves
      the grant of the Award.  If no sales are reported as having
      occurred on the Value Date, fair market value shall be that closing sales
      price for the last preceding trading day on which sales of Common Stock is
      reported as having occurred.  If no sales are reported as having
      occurred during the five trading days before the Value Date, fair market
      value shall be the closing bid for Common Stock on the Value
      Date.  If the Common Stock is listed on multiple exchanges or
      systems, fair market value shall be based on sales or bids on the primary
      exchange or system on which Common Stock is traded or
      quoted.  If the rules of any applicable stock exchange or system
      require a different method of calculating fair market value, then such
      method as is required by those
rules;




(ii)
            Stock Quoted by
      Securities Dealer. If Common Stock is regularly quoted by a
      recognized securities dealer but selling prices are not reported on any
      established stock exchange or quoted on a national market system, fair
      market value shall be the mean between the high bid and low asked prices
      on the Value Date.  If no prices are quoted for the Value Date,
      fair market value shall be the mean between the high bid and low asked
      prices on the last preceding trading day on which any bid and asked prices
      were quoted;




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(iii)
            No Established
      Market. If Common Stock is not traded on any established stock
      exchange or quoted on a national market system and is not quoted by a
      recognized securities dealer, the Administrator will determine fair market
      value in good faith.  The Administrator will consider the
      following factors, and any others it considers significant, in determining
      fair market value: (A) the price at which other securities of the Company
      have been issued to purchasers other than Employees, Directors, or
      Consultants; (B) the Company’s net worth, prospective earning power,
      dividend-paying capacity, and non-operating assets, if any; and (C) any
      other relevant factors, including the economic outlook for the Company and
      the Company’s industry, the Company’s position in that industry, the
      Company’s goodwill and other intellectual property, and the values of
      securities of other businesses in the same
  industry;




(iv)
            Additional
      Valuation.  For publicly traded companies, any valuation
      method permitted under Section 20.2031-2 of the Estate Tax Regulations;
      or




(v)
            Non-Publicly Traded
      Stock.  For non-publicly traded stock, the fair market
      value of the Common Stock at the Grant Date based on an average of the
      fair market values as of such date set forth in the opinions of completely
      independent and well-qualified experts (the Participant’s status as a
      majority or minority shareholder may be taken into
      consideration).




Regardless
of whether the Common Stock offered under the Award is publicly traded, a good
faith attempt under this definition shall not be met unless the fair market
value of the Common Stock on the Grant Date is determined with regard to
nonlapse restrictions (as defined in Section 1.83-3(h) of the Treasury
Regulations) and without regard to lapse restrictions (as defined in Section
1.83-3(i) of the Treasury Regulations);




(aa)
            “Grantee” means an
      Eligible Participant who receives an Award pursuant to an Award
      Agreement;




(bb)
            “Grant Date” means the
      date the Administrator approves that grant of an
      Award.  However, if the Administrator specifies that an Award’s
      Grant Date is a future date or the date on which a condition is satisfied,
      the Grant Date for such Award is that future date or the date that the
      condition is satisfied;




(cc)
            “Incentive Stock Option”
      means an Option within the meaning of Section 422 of the
    Code;




(dd)
            “Insider”
      means:




(i)
            a
      Director or Senior Officer of the
Company;




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




(iii)
            a
      person that has




(A)
            direct
      or indirect beneficial ownership
of,




(B)
            control
      or direction over, or




(C)
            a
      combination of direct or indirect beneficial ownership of and control or
      direction over,




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




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




(ee)
            “Named Executive Officer”
      means, if applicable, an Eligible Participant who, as of the date of
      vesting and/or payout of an Award, is one of the group of “Covered
      Employees,” as defined;




(ff)
            “Non-Qualified Stock
      Option” means an Option which is not an Incentive Stock
      Option;




(gg)
            “Officer” means a person
      who is an officer, including a Senior Officer, of the Company or a Related
      Entity within the meaning of Section 16 of the Exchange Act and the rules
      and regulations promulgated
thereunder;




(hh)
            “Option” means an option
      to purchase Shares pursuant to an Award Agreement granted under the
      Plan;




(ii)
            “Parent” means a “parent corporation”,
      whether now or hereafter existing, as defined in Section 424(e) of the
      Code;




(jj)
            “Performance - Based
      Compensation” means compensation qualifying as “performance-based
      compensation” under Section 162(m) of the
Code;




(kk)
            “Plan” means this Stock
      Incentive Plan as amended from time to
time;




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(ll)
            “Related Entity” means
      any Parent or Subsidiary, and includes any business, corporation,
      partnership, limited liability company or other entity in which the
      Company, a Parent or a Subsidiary holds a greater than 50% ownership
      interest, directly or indirectly;




(mm)
            “Related Entity
      Disposition” means the sale, distribution or other disposition by
      the Company of all or substantially all of the Company’s interests in any
      Related Entity effected by a sale, merger or consolidation or other
      transaction involving that Related Entity or the sale of all or
      substantially all of the assets of that Related
  Entity;




(nn)
            “Restricted Stock” means
      Shares issued under the Plan to the Grantee for such consideration, if
      any, and subject to such restrictions on transfer, rights of first
      refusal, repurchase provisions, forfeiture provisions, and other terms and
      conditions as, established by the Administrator and specified in the
      related Award Agreement;




(oo)
            “Restricted Stock Unit”
      means a notional account established pursuant to an Award granted to a
      Grantee, as described in this Plan, that is (i) valued solely by reference
      to Shares, (ii) subject to restrictions specified in the Award Agreement,
      and (iii) payable only in Shares;




(pp)
            “Restriction Period”
      means the period during which the transfer of Shares of Restricted Stock
      is limited in some way (based on the passage of time, the achievement of
      performance objectives, or the occurrence of other events as determined by
      the Administrator, in its sole discretion) or the Restricted Stock is not
      vested;




(qq)
            “SAR” means a stock
      appreciation right entitling the Grantee to Shares or cash compensation,
      as established by the Administrator, measured by appreciation in the value
      of Common Stock;




(rr)
            “Senior Officer”
      means:




(i)
            the
      chair or vice chair of the Board, the president, a vice-president, the
      secretary, the treasurer or the general manager of the Company or a
      Related Entity;




(ii)
            any
      individual who performs functions for a person similar to those normally
      performed by an individual occupying any office specified in Section
      2.1(rr)(i) above; and




(iii)
            the
      five highest paid employees of the Company or a Related Entity, including
      any individual referred to in Section 2.1(rr)(i) or 2.1(rr)(ii) and
      excluding a commissioned salesperson who does not act in a managerial
      capacity;




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(ss)
            “Share” means a share of
      the Common Stock; and




(tt)
            “Subsidiary” means a
      “subsidiary
      corporation”, whether now or hereafter existing, as defined in
      Section 424(f) of the Code.




3.
            STOCK SUBJECT TO THE
      PLAN




Number of Shares
Available




3.1  (a)           Subject
to the provisions of Section 18, the maximum aggregate number of Shares which
may be issued pursuant to all Awards under this Plan is 20,000,000 (the “Maximum
Number”).  The maximum aggregate number of Shares that may be
granted in the form of Incentive Stock Options shall be 20,000,000.  See
Section 29 for Reservation of Shares.




(b)
            Shares
      that have been issued under the Plan pursuant to an Award shall not be
      returned to the Plan and shall not become available for future issuance
      under the Plan except that Shares (i) covered by an Award (or portion of
      an Award) which is forfeited or cancelled, expires or is settled in cash,
      or (ii) withheld to satisfy a Grantee’s minimum tax withholding
      obligations, shall be deemed not to have been issued for purposes of
      determining the Maximum Number of Shares which may be issued under the
      Plan.  Also, only the net numbers of Shares that are issued
      pursuant to the exercise of an Award shall be counted against the Maximum
      Number.




(c)
            However,
      in the event that prior to the Award’s cancellation, termination,
      expiration, forfeiture or lapse, the holder of the Award at any time
      received one or more elements of “beneficial ownership” pursuant to such
      Award (as defined by the United States Securities Exchange Commission (the
      “SEC”), pursuant
      to any rule or interpretations promulgated under Section 16 of the
      Exchange Act), the Shares subject to such Award shall not again be made
      available for regrant under the
Plan.




Shares to
Insiders




3.2 Subject
to Section 15.1(c) and 15.1(d), no Insider of the Company is eligible to receive
an Award where:




(a)
            the
      Insider is not a Director or Senior Officer of the
  Company;




(b)
            any
      Award, together with all of the Company’s other previously established or
      proposed Awards under the Plan could result at any time
  in:




(i)
            the
      number of Shares reserved for issuance pursuant to Options granted to
      Insiders exceeding 50% of the outstanding issue of Common Stock;
      or




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(ii)
            the
      issuance to Insiders pursuant to the exercise of Options, within a one
      year period of a number of Shares exceeding 50% of the outstanding issue
      of the Common Stock;




provided,
however, that this restriction on the eligibility of Insiders to receive an
Award shall cease to apply if it is no longer required under any Applicable
Laws.




Limitations on
Award




3.3 Unless
and until the Administrator determines that an Award to a Grantee is not
designed to qualify as Performance-Based Compensation, the following limits
(“Award Limits”) shall
apply to grants of Awards to Grantees subject to the Award Limits by Applicable
Laws under this Plan:




(a)
            Options and
      SARs.  Notwithstanding any provision in the Plan to the
      contrary (but subject to adjustment as provided in Section 18), the
      maximum number of Shares with respect to one or more Options and/or Stock
      Appreciation Rights that may be granted during any one calendar year under
      the Plan to any one Grantee shall be 5,000,000; all of which may be
      granted as Incentive Stock Options);
and




(b)
            Other
      Awards.  The maximum aggregate grant with respect to
      Awards of Restricted Stock, unrestricted Shares, Restricted Stock Units
      and Deferred Stock Units (or used to provide a basis of measurement for or
      to determine the value of Restricted Stock Units and Deferred Stock Units)
      in any one calendar year to any one Grantee (determined on the date of
      payment of settlement) shall be
5,000,000.




4.
            ADMINISTRATION




Authority of Plan
Administrator




4.1  Authority
to control and manage the operation and administration of this Plan shall be
vested in a committee consisting of two or more members of the Board (the “Committee”).  It is
intended that the directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of Rule 16b-3 promulgated under the
Exchange Act) and “outside directors” (within the meaning of Section 162(m) of
the Code) to the extent that Rule 16b-3 and, if necessary for relief from the
limitation under Section 162(m) of the Code and such relief sought by the
Company, Section 162(m) of the Code, respectively, are
applicable.  However, the mere fact that a Committee member shall fail
to qualify under either of the foregoing requirements shall not invalidate any
Award made by the Committee which Award is otherwise validly made under the
Plan.  Members of the Committee may be appointed from time to time by,
and shall serve at the pleasure of, the Board.  As used herein, the
term “Administrator” means the Committee.




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Powers of the
Administrator




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




(a)
            to
      construe and interpret this Plan and any agreements defining the rights
      and obligations of  the Company and Grantees under this
      Plan;




(b)
            to
      select the Eligible Participants to whom Awards may be granted from time
      to time hereunder;




(c)
            to
      determine whether and to what extent Awards are granted
      hereunder;




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




(e)
            to
      approve forms of Award Agreements for use under the Plan, which need not
      be identical for each Grantee;




(f)
            to
      determine the terms and conditions of any Award granted under the Plan,
      including, but not limited to, the exercise price, grant price or purchase
      price, any restrictions or limitations on the Award, any schedule for
      lapse of forfeiture restrictions or restrictions on the exercisability of
      the Award, and acceleration or waivers thereof, based in each case on such
      considerations as the Committee in its sole discretion determines that is
      not inconsistent with any rule or regulation under any tax or securities
      laws or includes an alternative right that does not disqualify an
      Incentive Stock Option under applicable
  regulations;




(g)
            to
      amend the terms of any outstanding Award granted under the Plan, provided
      that any amendment that would adversely affect the Grantee’s rights under
      an existing Award shall not be made without the Grantee’s consent unless
      as a result of a change in Applicable
Law;




(h)
            to
      suspend the right of a holder to exercise all or part of an Award for any
      reason that the Administrator considers in the best interest of the
      Company;




(i)
            subject
      to regulatory approval, amend or suspend the Plan, or revoke or alter any
      action taken in connection therewith, except that no general amendment or
      suspension of the Plan, shall, without the written consent of all
      Grantees, alter or impair any Award granted under the Plan unless as a
      result of a change in the Applicable
Law;




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




(k)
            to
      further define the terms used in this
Plan;




(l)
            to
      correct any defect or supply any omission or reconcile any inconsistency
      in this Plan or in any Award
Agreement;




(m)
            to
      provide for rights of refusal and/or repurchase
  rights;




(n)
            to
      amend outstanding Award Agreements to provide for, among other things, any
      change or modification which the Administrator could have provided for
      upon the grant of an Award or in furtherance of the powers provided for
      herein that does not disqualify an Incentive Stock Option under applicable
      regulations unless the Grantee so
consents;




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




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




Effect of Administrator’s
Decision




4.3 All
decisions, determinations and interpretations of the Administrator shall be
conclusive and binding on all persons.  The Administrator shall not be
liable for any decision, action or omission respecting this Plan, or any Awards
granted or Shares sold under this Plan.  In the event an Award is
granted in a manner inconsistent with the provisions of this Section 4, such
Award shall be presumptively valid as of its grant date to the extent permitted
by the Applicable Laws.




Action by
Committee




4.4 Except as
otherwise provided by committee charter or other similar corporate governance
documents, for purposes of administering the Plan, the following rules of
procedure shall govern the Committee.  A majority of the Committee
shall constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and acts approved unanimously in writing
by the members of the Committee in lieu of a meeting, shall be deemed the acts
of the Committee.  Each member of the Committee is entitled to, in
good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Parent or
Affiliate, the Company’s independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.




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Limitation on
Liability




4.5 To the
extent permitted by applicable law in effect from time to time, no member of the
Committee shall be liable for any action or omission of any other member of the
Committee nor for any act or omission on the member’s own part, excepting only
the member’s own willful misconduct or gross negligence, arising out of or
related to this Plan.  The Company shall pay expenses incurred by, and
satisfy a judgment or fine rendered or levied against, a present or former
member of the Committee in any action against such person (whether or not the
Company is joined as a party defendant) to impose liability or a penalty on such
person for an act alleged to have been committed by such person while a member
of the Committee arising with respect to this Plan or administration thereof or
out of membership on the Committee or by the Company, or all or any combination
of the preceding, provided, the Committee member was acting in good faith,
within what such Committee member reasonably believed to have been within the
scope of his or her employment or authority and for a purpose which he or she
reasonably believed to be in the best interests of the Company or its
stockholders.  Payments authorized hereunder include amounts paid and
expenses incurred in settling any such action or threatened
action.  The provisions of this Section 4.5 shall apply to the estate,
executor, administrator, heirs, legatees or devisees of a Committee member, and
the term “person” as used on this Section 4.5 shall include the estate,
executor, administrator, heirs, legatees, or devisees of such
person.




5.
            ELIGIBILITY




Except as
otherwise provided, all types of Awards may be granted to Eligible Participants.
An Eligible Participant who has been granted an Award may be, if he or she
continues to be eligible, granted additional Awards.




6.
            AWARDS




Type of
Awards




6.1 The
Administrator is authorized to award any type of arrangement to an Eligible
Participant that is not inconsistent with the provisions of the Plan and that by
its terms involves or might involve the issuance of:




(a)
            Shares,
      including unrestricted Shares;




(b)
            Options;




(c)
            SARs
      or similar rights with a fixed or variable price related to the Fair
      Market Value of the Shares and with an exercise or conversion privilege
      related to the passage of time, the occurrence of one or more events, or
      the satisfaction of performance criteria or other
    conditions;




(d)
            any
      other security with the value derived from the value of the Shares, such
      as Restricted Stock and Restricted Stock
Units;




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(e)
            Deferred
      Stock Units;




(f)
            Dividend
      Equivalent Rights, as defined in Section 13;
or




(g)
            any
      combination of the foregoing.




Designation of
Award




6.2 Each type
of Award shall be designated in the Award Agreement.  In the case of
an Option, the Option shall be designated as either an Incentive Stock Option or
a Non-Qualified Stock Option.  But see Section 7.3(a) regarding
exceeding the Incentive Stock Option threshold.




7.
            GRANT OF OPTIONS;
      TERMS AND CONDITIONS OF
GRANT




Grant of
Options




7.1  (a)           One
or more Options may be granted to any Eligible Participant.  Subject
to the express provisions of this Plan, the Administrator shall determine from
the Eligible Participants those individuals to whom Options under this Plan may
be granted.  The Shares underlying a grant of an Option may be in the
form of Restricted Stock or unrestricted Stock.




(b)
            Further,
      subject to the express provisions of this Plan, the Administrator shall
      specify the Grant Date, the number of Shares covered by the Option, the
      exercise price and the terms and conditions for exercise of the
      Options.  As soon as practicable after the Grant Date, the
      Company shall provide the Grantee with a written Award Agreement in the
      form approved by the Administrator, which sets out the Grant Date, the
      number of Shares covered by the Option, the exercise price and the terms
      and conditions for exercise of the
Option.




(c)
            The
      Administrator may, in its absolute discretion, grant Options under this
      Plan at any time and from time to time before the expiration of this
      Plan.




General Terms and
Conditions




7.2 Except as
otherwise provided herein, the Options shall be subject to the following terms
and conditions and such other terms and conditions not inconsistent with this
Plan as the Administrator may impose:




(a)
            Exercise of
      Option. The Administrator may determine in its discretion whether
      any Option shall be subject to vesting and the terms and conditions of any
      such vesting.  The Award Agreement shall contain any such
      vesting schedule;




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(b)
            Option
      Term.  Each Option and all rights or obligations
      thereunder shall expire on such date as shall be determined by the
      Administrator, but not later than ten years after the Grant Date (five
      years in the case of an Incentive Stock Option when the Optionee owns more
      than 10% of the total combined voting power of all classes of stock of the
      Company or any Parent or Subsidiary (a “Ten Percent
      Stockholder”)), and shall be subject to earlier termination as
      hereinafter provided;




(c)
            Exercise
      Price.  The Exercise Price of any Option shall be
      determined by the Administrator when the Option is granted, at such
      Exercise Price as may be determined by the Administrator in the
      Administrator’s sole and absolute discretion; provided, however, that the
      Exercise Price may not be less than 100% of the Fair Market Value of the
      Shares on the Grant Date with respect to any Incentive Stock Options which
      are granted and, provided further, that the Exercise Price of any
      Incentive Stock Option granted to a Ten Percent Stockholder shall not be
      less than 100% of the Fair Market Value of the Shares on the Grant
      Date.  Payment for the Shares purchased shall be made in
      accordance with Section 16 of this Plan.  The Administrator is
      authorized to issue Options, whether Incentive Stock Options or
      Non-qualified Stock Options, at an option price in excess of the Fair
      Market Value on the Grant Date, to determine the terms and conditions of
      any Award granted under the Plan, including, but not limited to, the
      exercise price, grant price or purchase price, any restrictions or
      limitations on the Award, any schedule for lapse of forfeiture
      restrictions or restrictions on the exercisability of the Award, and
      acceleration or waivers thereof, based in each case on such considerations
      as the Committee in its sole discretion determines that is not
      inconsistent with any rule or regulation under any tax or securities laws
      or includes an alternative right that does not disqualify an Incentive
      Stock Option under applicable
regulations;




(d)
            Method of
      Exercise.  Options may be exercised only by delivery to
      the Company of a stock option exercise agreement (the “Exercise Agreement”) in
      a form approved by the Administrator (which need not be the same for each
      Grantee), stating the number of Shares being purchased, the restrictions
      imposed on the Shares purchased under such Exercise Agreement, if any, and
      such representations and agreements regarding the Grantee’s investment
      intent and access to information and other matters, if any, as may be
      required or desirable by the Company to comply with applicable securities
      laws, together with payment in full of the exercise price for the number
      of Shares being purchased;




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(e)
            Exercise After Certain
      Events.




(i)
            Termination of
      Continuous Services.




(A)
            Options.




(I)
            Termination of
      Continuous Services.  If for any reason other than
      Disability or death, a Grantee terminates Continuous Services with the
      Company or a Subsidiary, vested Options held at the date of such
      termination may be exercised, in whole or in part, at any time within
      three months after the date of such termination or such lesser period
      specified in the Award Agreement (but in no event after the earlier of (i)
      the expiration date of the Option as set forth in the Award Agreement, and
      (ii) ten years from the Grant Date (five years for a Ten Percent
      Stockholder if the Option is an Incentive Stock
  Option)).




(II)
            Continuation of
      Services as Consultant/Advisor.  If a Grantee granted an
      Incentive Stock Option terminates employment but continues as a Consultant
      (no termination of Continuous Services), Grantee need not exercise an
      Incentive Stock Option within three months of termination of employment
      but shall be entitled to exercise within three months of termination of
      Continuous Services to the Company or the Subsidiary (one year in the
      event of Disability or death) or such lesser period specified in the Award
      Agreement (but in no event after the earlier of (i) the expiration date of
      the Option as set forth in the Award Agreement, and (ii) ten years from
      the Grant Date).  However, if Grantee does not exercise within
      three months of termination of employment, pursuant to Section 422 of the
      Code the Option shall not qualify as an Incentive Stock
      Option.




(B)
            Disability and
      Death.  If a Grantee becomes Disabled while rendering
      Continuous Services to the Company or a Subsidiary, or dies while employed
      by the Company or Subsidiary or within three months thereafter, vested
      Options then held may be exercised by the Grantee, the Grantee’s personal
      representative, or by the person to whom the Option is transferred by the
      laws of descent and distribution, in whole or in part, at any time within
      one year after the termination because of the Disability or death or any
      lesser period specified in the Award Agreement (but in no event after
      the




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earlier
of (i) the expiration date of the Option as set forth in the Award Agreement,
and (ii) ten years from the Grant Date (five years for a Ten Percent Stockholder
if the Option is an Incentive Stock Option).




Limitations on Grant of
Incentive Stock Options




7.3  (a)           Threshold.  The
aggregate Fair Market Value (determined as of the Grant Date) of the Shares for
which Incentive Stock Options may first become exercisable by any Grantee during
any calendar year under this Plan, together with that of Shares subject to
Incentive Stock Options first exercisable by such Grantee under any other plan
of the Company or any Parent or Subsidiary, shall not exceed
$100,000.  For purposes of this Section 7.3(a), all Options in excess
of the $100,000 threshold shall be treated as Non-Qualified Stock Options
notwithstanding the designation as Incentive Stock Options.  For this
purpose, Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined as of the
date the Option with respect to such Shares is granted.




(b)
            Compliance with
      Section 422 of the Code.  There shall be imposed in the
      Award Agreement relating to Incentive Stock Options such terms and
      conditions as are required in order that the Option be an “incentive stock
      option” as that term is defined in Section 422 of the
  Code.




(c)
            Requirement of
      Employment.  No Incentive Stock Option may be granted to
      any person who is not an Employee of the Company or a Parent or Subsidiary
      of the Company.




8.
            RESTRICTED STOCK
      AWARDS




Grant of Restricted Stock
Awards




8.1 Subject
to the terms and provisions of this Plan, the Administrator is authorized to
make awards of Restricted Stock to any Eligible Participant in such amounts and
subject to such terms and conditions as may be selected by the
Administrator.  The restrictions may lapse separately or in
combination at such times, under such circumstances, in such installments,
time-based or upon the satisfaction of performance goals or otherwise, as the
Administrator determines at the time of the grant of the Award or thereafter.
(See Performance Goals, Section 14.4).  All awards of Restricted Stock
shall be evidenced by Award Agreements.




Consideration




8.2 Restricted
Stock may be issued in connection with:




(a)
            Services.  Services
      rendered to the Company or an Affiliate (i.e. bonus);
    and/or




(b)
            Purchase
      Price.  A purchase price, as specified in the Award
      Agreement related to such Restricted
Stock.




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Voting and
Dividends




8.3 Unless
the Administrator in its sole and absolute discretion otherwise provides in an
Award Agreement, holders of Restricted Stock shall have the right to vote such
Restricted Stock and the right to receive any dividends declared or paid with
respect to such Restricted Stock.  The Administrator may provide that
any dividends paid on Restricted Stock must be reinvested in shares of Stock,
which may or may not be subject to the same vesting conditions and restrictions
applicable to such Restricted Stock.  All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Award.




Forfeiture




8.4 In the
case of an event of forfeiture pursuant to the Award Agreement, including
failure to satisfy the restriction period or a performance objective during the
applicable restriction period, any Restricted Stock that has not vested prior to
the event of forfeiture shall automatically expire, and all of the rights, title
and interest of the Grantee thereunder shall be forfeited in their entirety
including but not limited to any right to vote and receive dividends with
respect to the Restricted Stock.  Notwithstanding the foregoing, the
Administrator may provide in any Award Agreement that restrictions or forfeiture
conditions relating to Restricted Stock shall be waived in whole or in part in
the event of terminations resulting from specified causes, and the Administrator
may in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock, provided such waiver is in accordance
with the Applicable Laws.




Certificates for Restricted
Stock




8.5 Restricted
Stock granted under this Plan may be evidenced in such manner as the
Administrator shall determine, including by way of certificates.  The
Administrator may provide in an Award Agreement that either (i) the Secretary of
the Company shall hold such certificates for the Grantee’s benefit until such
time as the Restricted Stock is forfeited to the Company or the restrictions
lapse, (see Escrow; Pledge of Shares, Section 23) or (ii) such certificates
shall be delivered to the Grantee, provided, however, that such certificates
shall bear a legend or legends that comply with the applicable securities laws
and regulations and make appropriate reference to the restrictions imposed under
this Plan and the Award Agreement.




9.
            UNRESTRICTED STOCK
      AWARDS




The
Administrator may, in its sole discretion, grant (or sell at Fair Market Value
or such other higher purchase price determined by the Administrator in the Award
Agreement) an Award of unrestricted Shares to any Grantee pursuant to which such
Grantee may receive Shares free of any restrictions under this
Plan.




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10.
            RESTRICTED STOCK
      UNITS




Grant of Restricted Stock
Units




10.1 Subject
to the terms and provisions of this Plan, the Administrator is authorized to
make awards of Restricted Stock Units to any Eligible Participant in such
amounts and subject to such terms and conditions as may be selected by the
Administrator.  These restrictions may lapse separately or in
combination at such times, under such circumstances, in such installments,
time-based or upon the satisfaction of performance goals or otherwise, as the
Administrator determines at the time of the grant of the Award or thereafter.
(See Performance Goals, Section 14.4).  All awards of Restricted Stock
Units shall be evidenced by Award Agreements.




Number of Restricted Stock
Units




10.2 The Award
Agreement shall specify the number of Share equivalent units granted and such
other provisions as the Administrator determines.




Consideration




10.3  Restricted
Stock Units may be issued in connection with:




(a)
            Services.  Services
      rendered to the Company or an Affiliate (i.e. bonus);
    and/or




(b)
            Purchase
      Price.  A purchase price as specified in the Award
      Agreement related to such Restricted Stock
  Units.




No Voting
Rights




10.4 The
holders of Restricted Stock Units shall have no rights as stockholders of the
Company.




Dividend
Equivalency




10.5 The
Administrator, in its sole and absolute discretion, may provide in an Award
Agreement evidencing a grant of Restricted Stock Units that the holder shall be
entitled to receive, upon the Company’s payment of a cash dividend on its
outstanding Shares, a cash payment for each Restricted Stock
Unit.  (See Section 13, Dividend Equivalent Right).  Such
Award Agreement may also provide that such cash payment shall be deemed
reinvested in additional Restricted Stock Units at a price per unit equal to the
Fair Market Value of a Share on the date that such dividend is
paid.




Creditor’s
Rights




10.6 A holder
of Restricted Stock Units shall have no rights other than those of a general
creditor of the Company.  Restricted Stock Units represent an unfunded
and unsecured obligation of the Company, subject to the terms and conditions of
the applicable Award Agreement.




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Settlement of Restricted
Stock Units




10.7 Each
Restricted Stock Unit shall be paid and settled by the issuance of Restricted
Stock or unrestricted Shares in accordance with the Award Agreement and if such
settlement is subject to Section 409A of the Code only upon any one or more of
the following as provided for in the Award Agreement:




(a)
            a
      specific date or date determinable by a fixed
  schedule;




(b)
            upon
      the Eligible Participant’s termination of Continuous Services to the
      extent the same constitutes a separation from services for purposes of
      Section 409A of the Code except that if an Eligible Participant is a “key
      employee” as defined in Section 409A of the Code for such purposes, then
      payment or settlement shall occur 6 months following such separation of
      service;




(c)
            as
      a result of the Eligible Participant’s death or Disability;
    or




(d)
            in
      connection with or as a result of a Change in Control in compliance with
      Section 409A of the Code.




Forfeiture




10.8 Upon
failure to satisfy any requirement for settlement as set forth in the Award
Agreement, including failure to satisfy any restriction period or performance
objective, any Restricted Stock Units held by the Grantee shall automatically
expire, and all of the rights, title and interest of the Grantee thereunder
shall be forfeited in their entirety including but not limited to any right to
receive dividends with respect to the Restricted Stock Units.




11.
            DIRECTOR SHARES AND
      DIRECTOR DEFERRED STOCK
UNITS




The grant
of Awards of Shares to Directors and the election by Directors to defer the
receipt of the Awards of Shares (“Deferred Stock Units”) shall
be governed by the provisions of Subpart A which is attached
hereto.  The provisions of Subpart A are attached hereto as part of
this Plan and are incorporated herein by reference.




12.
            STOCK APPRECIATION
      RIGHTS




Awards of
SARs




12.1 An SAR is
an award to receive a number of Shares (which may consist of Restricted Stock),
or cash, or Shares and cash, as determined by the Administrator in accordance
with Section 12.4 below, for services rendered to the Company.  A SAR
may be awarded pursuant to an Award Agreement that shall be in such form (which
need not be the same for each Grantee) as the Administrator shall from time to
time approve, and shall comply with and be subject to the terms and conditions
of this Plan.  A SAR may vary from Grantee to Grantee and between
groups of Grantees, and may be based upon performance objectives (See
Performance Goals in Section 14.4).




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Term




12.2 The term
of a SAR shall be set forth in the Award Agreement as determined by the
Administrator.




Exercise




12.3 A Grantee
desiring to exercise a SAR shall give written notice of such exercise to the
Company, which notice shall state the proportion of Shares and cash that the
Grantee desires to receive pursuant to the SAR exercised, subject to the
discretion of the Administrator.  Upon receipt of the notice from the
Grantee, subject to the Administrator’s election to pay cash as provided in
Section 12.4 below, the Company shall deliver to the person entitled thereto (i)
a certificate or certificates for Shares and/or (ii) a cash payment, in
accordance with Section 12.4 below.  The date the Company receives
written notice of such exercise hereunder is referred to in this Section 12 as
the “exercise date”.




Number of Shares or Amount
of Cash




12.4 Subject
to the discretion of the Administrator to substitute cash for Shares, or some
portion of the Shares for cash, the amount of Shares that may be issued pursuant
to the exercise of a SAR shall be determined by dividing: (i) the total number
of Shares as to which the SAR is exercised, multiplied by the amount by which
the Fair Market Value of the Shares on the exercise date exceeds the Fair Market
Value of a Share on the date of grant of the SAR; by (ii) the Fair Market Value
of a Share on the exercise date; provided, however, that fractional Shares shall
not be issued and in lieu thereof, a cash adjustment shall be
paid.  In lieu of issuing Shares upon the exercise of a SAR, the
Administrator in its sole discretion may elect to pay the cash equivalent of the
Fair Market Value of the Shares on the exercise date for any or all of the
Shares that would otherwise be issuable upon exercise of the SAR.




Effect of
Exercise




12.5 A partial
exercise of a SAR shall not affect the right to exercise the remaining SAR from
time to time in accordance with this Plan and the applicable Award Agreement
with respect to the remaining shares subject to the SAR.




Forfeiture




12.6 In the
case of an event of forfeiture pursuant to the Award Agreement, including
failure to satisfy any restriction period or a performance objective, any SAR
that has not vested prior to the date of termination shall automatically expire,
and all of the rights, title and interest of the Grantee thereunder shall be
forfeited in their entirety.




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13.
            DIVIDEND EQUIVALENT
      RIGHT




A
dividend equivalent right is an Award entitling the recipient to receive credits
based on cash distributions that would have been paid on the Shares specified in
the dividend equivalent right (or other Award to which it relates) if such
Shares had been issued to and held by the recipient (a “Dividend Equivalent
Right”).  A Dividend Equivalent Right may be granted hereunder
to any Grantee as a component of another Award or as a freestanding
Award.  The terms and conditions of Dividend Equivalent Right shall be
specified in the grant.  Dividend equivalents credited to the holder
of a Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional Shares, which may thereafter accrue additional
equivalents.  Any such reinvestment shall be at Fair Market Value on
the date of reinvestment. Dividend Equivalent Rights may be settled in cash or
Shares or a combination thereof, in a single installment or installments, all
determined in the sole discretion of the Administrator.  A Dividend
Equivalent Right granted as a component of another Award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement, or payment
of, or lapse of restrictions on, such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other Award.  A Dividend Equivalent Right granted
as a component of another Award may also contain terms and conditions different
from such other Award.




14.
            TERMS AND CONDITIONS
      OF AWARDS




In
General




14.1 Subject
to the terms of the Plan and Applicable Laws, the Administrator shall determine
the provisions, terms, and conditions of each Award including, but not limited
to, the Award vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other consideration)
upon settlement of the Award, payment contingencies, and satisfaction of any
performance criteria.




Term of
Award




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




Transferability




14.3  (a)           Limits on
Transfer.  No right or interest of a Grantee in any unexercised
or restricted Award may be pledged, encumbered or hypothecated to or in favor of
any party other than to the Company or a Related Entity or
Affiliate.  No Award shall be sold, assigned, transferred or disposed
of by a Grantee other than by the laws of descent and distribution or, in the
case of an Incentive Stock Option, pursuant to a domestic relations order that
would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an
Award under the Plan; provided, however, that the Administrator may (but need
not) permit other transfers where the Administrator concludes that such
transferability (i) does not result in accelerated taxation or other adverse tax
consequences, (ii) does not cause any Option intended to be an Incentive Stock
Option to fail to be described in Section 422(b) of the Code, and (iii) is
otherwise appropriate and desirable, taking into account any factors deemed
relevant, including, without limitation, state or federal tax or securities laws
applicable to transferable Awards.




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(b)
            Beneficiaries.  Notwithstanding
      Section 14.3(a), a Grantee may, in the manner determined by the
      Administrator, designate a beneficiary to exercise the rights of the
      Grantee and to receive any distribution with respect to any Award upon the
      Grantee’s death.  A beneficiary, legal guardian, legal
      representative or other person claiming any rights under the Plan is
      subject to all terms and conditions of the Plan and any Award Agreement
      applicable to the Grantee, except to the extent the Plan and such Award
      Agreement otherwise provide, and to any additional restrictions deemed
      necessary or appropriate by the Administrator.  If no
      beneficiary has been designated or survives the Grantee, payment shall be
      made to the Grantee’s estate. Subject to the foregoing, a beneficiary
      designation may be changed or revoked by a Grantee at any time, provided
      the change or revocation is filed with the
  Administrator.




Performance
Goals




14.4 In order
to preserve the deductibility of an Award under Section 162(m) of the Code, the
Administrator may determine that any Award granted pursuant to this Plan to a
Grantee that is or is expected to become a Covered Employee shall be determined
solely on the basis of (a) the achievement by the Company or Subsidiary of a
specified target return, or target growth in return, on equity or assets, (b)
the Company’s stock price, (c) the Company’s total shareholder return (stock
price appreciation plus reinvested dividends) relative to a defined comparison
group or target over a specific performance period, (d) the achievement by the
Company or a Parent or Subsidiary, or a business unit of any such entity, of a
specified target, or target growth in, net income, earnings per share, earnings
before income and taxes, and earnings before income, taxes, depreciation and
amortization, or (e) any combination of the goals set forth in (a) through (d)
above.  If an Award is made on such basis, the Administrator shall
establish goals prior to the beginning of the period for which such performance
goal relates (or such later date as may be permitted under Section 162(m) of the
Code or the regulations thereunder but not later than 90 days after commencement
of the period of services to which the performance goal relates), and the
Administrator has the right for any reason to reduce (but not increase) the
Award, notwithstanding the achievement of a specified goal.  Any
payment of an Award granted with performance goals shall be conditioned on the
written certification of the Administrator in each case that the performance
goals and any other material conditions were satisfied.




In addition, to the extent that Section
409A is applicable, (i) performance-based compensation shall also be contingent
on the satisfaction of pre-established organizational or individual performance
criteria relating to a performance period of at least 12 consecutive months in
which the Eligible Participant performs services and (ii) performance goals
shall be established not later than 90 calendar days after the beginning of any
performance period to which the performance goal relates, provided that the
outcome is substantially uncertain at the time the criteria are
established.




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Acceleration




14.5 The
Administrator may, in its sole discretion (but subject to the limitations of and
compliance with Section 409A of the Code and Section 14.7 in connection
therewith), at any time (including, without limitation, prior to, coincident
with or subsequent to a Change of Control) determine that (a) all or a portion
of a Grantee’s Awards shall become fully or partially exercisable, and/or (b)
all or a part of the restrictions on all or a portion of the outstanding Awards
shall lapse, in each case, as of such date as the Administrator may, in its sole
discretion, declare.  The Administrator may discriminate among
Grantees and among Awards granted to a Grantee in exercising its discretion
pursuant to this Section 14.5.




Compliance with Section
162(m) of the Code




14.6 Notwithstanding
any provision of this Plan to the contrary, if the Administrator determines that
compliance with Section 162(m) of the Code is required or desired, all Awards
granted under this Plan to Named Executive Officers shall comply with the
requirements of Section 162(m) of the Code.  In addition, in the event
that changes are made to Section 162(m) of the Code to permit greater
flexibility with respect to any Award or Awards under this Plan, the
Administrator may make any adjustments it deems appropriate.




Compliance with Section 409A
of the Code




14.7 Notwithstanding
any provision of this Plan to the contrary, if any provision of this Plan or an
Award Agreement contravenes any regulations or Treasury guidance promulgated
under Section 409A of the Code or could cause an Award to be subject to the
interest and penalties under Section 409A of the Code, such provision of this
Plan or any Award Agreement shall be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision without violating
the provisions of Section 409A of the Code.  In addition, in the event
that changes are made to Section 409A of the Code to permit greater flexibility
with respect to any Award under this Plan, the Administrator may make any
adjustments it deems appropriate.




Section 280G of the
Code




14.8 Notwithstanding
any other provision of this Plan to the contrary, unless expressly provided
otherwise in the Award Agreement, if the right to receive or benefit from an
Award under this Plan, either alone or together with payments that a Grantee has
a right to receive from the Company, would constitute a “parachute payment” (as
defined in Section 280G of the Code), all such payments shall be reduced to the
largest amount that shall result in no portion being subject to the excise tax
imposed by Section 4999 of the Code.




Exercise of Award Following
Termination of Continuous Service




14.9 An Award
may not be exercised after the termination date of such Award set forth in the
Award Agreement and may be exercised following the termination of a Grantee’s
Continuous Service only to the extent provided in the Award
Agreement.  Where the Award Agreement permits a Grantee to exercise an
Award following the termination of the Grantee’s Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.




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Cancellation of
Awards




14.10 In the
event a Grantee’s Continuous Services has been terminated for “Cause”, he or she
shall immediately forfeit all rights to any and all Awards
outstanding.  The determination that termination was for Cause shall
be final and conclusive.  In making its determination, the Board shall
give the Grantee an opportunity to appear and be heard at a hearing before the
full Board and present evidence on the Grantee’s behalf.  Should any
provision to this Section 14.10. be held to be invalid or illegal, such
illegality shall not invalidate the whole of this Section 14, but, rather, this
Plan shall be construed as if it did not contain the illegal part or narrowed to
permit its enforcement, and the rights and obligations of the parties shall be
construed and enforced accordingly.




15.
            ADDITIONAL TERMS IF
      THE COMPANY BECOMES LISTED ON A STOCK
  EXCHANGE




15.1 In the
event the Shares become listed on a stock exchange, and only to the extent
required by the rules of such stock exchange, then the following terms and
conditions shall apply to an Award in addition to those contained herein, as
applicable:




(a)
            the
      exercise price of an Award must not be lower than the Fair Market Value
      (without discount) of the Shares on the stock exchange at the time the
      Award is granted;




(b)
            the
      exercise price of an Award granted to an Insider cannot be reduced, or the
      term of the Award cannot be extended to benefit an Insider, unless the
      Company obtains Disinterested Shareholder
  Approval;




(c)
            the
      number of securities issuable to Insiders, at any time, under all of the
      Company’s security based compensation arrangements (whether entered into
      prior to or subsequent to such listing), cannot exceed 10% of the
      Company’s total issued and outstanding Common Stock, unless the Company
      obtains Disinterested Shareholder Approval;
and




(d)
            the
      number of securities issued to Insiders, within any one year period, under
      all of the Company’s security based compensation arrangements (whether
      entered into prior to or subsequent to such listing), cannot exceed 10% of
      the issued and outstanding Common Stock, unless the Company obtains
      Disinterested Shareholder Approval.




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16.
            PAYMENT FOR SHARE
      PURCHASES




Payment




16.1 Payment
for Shares purchased pursuant to this Plan may be made:




(a)
            Cash.  By
      cash, cashier’s check or wire transfer or, at the discretion of the
      Administrator expressly for the Grantee and where permitted by law as
      follows:




(b)
            Surrender of
      Shares.  By surrender of shares of Common Stock of the
      Company that have been owned by the Grantee for more than six months, or
      lesser period if the surrender of shares is otherwise exempt from Section
      16 of the Exchange Act, (and, if such shares were purchased from the
      Company by use of a promissory note, such note has been fully paid with
      respect to such shares);




(c)
            Deemed Net-Stock
      Exercise.  By forfeiture of Shares equal to the value of
      the exercise price pursuant to a “deemed net-stock exercise” by requiring
      the Grantee to accept that number of Shares determined in accordance with
      the following formula, rounded down to the nearest whole
      integer:




graphic3


where:





a  =           the
net Shares to be issued to Grantee;





b  =           the
number of Awards being exercised;





c  =           the
Fair Market Value of a Share; and





d  =           the
Exercise price of the Awards; or





(d)
            Cashless
      Exercise.  By a “cashless exercise”, in which event the
      Company shall issue to the Grantee the number of Shares of Common Stock
      determined as follows:







where:





a  =           the
net Shares to be issued to Grantee;





b  =           the
number of Awards being exercised;


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-





c  =
            the
      average of the “Closing Sale Prices” of the Shares of Common Stock (as
      reported by Bloomberg Financial Markets) for the five trading days ending
      on the date immediately preceding the Exercise Date;
  and





d  =
            the
      Exercise price of the Award.





For
purposes of such an Award, “Closing Sale Price” means, for
any security as of any date, the last trade price for such security on the
principal securities exchange or trading market for such security, as reported
by Bloomberg Financial Markets, or, if such exchange or trading market begins to
operate on an extended hours basis and does not designate the last trade price,
then the last trade price of such security prior to 4:00 p.m., New York City
time, as reported by Bloomberg Financial Markets, or if the foregoing do not
apply, the last trade price of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg
Financial Markets, or, if no last trade price is reported for such security by
Bloomberg Financial Markets, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC.  If the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Grantee.  If the
Company and the Grantee are unable to agree upon the fair market value of such
security, then the Company shall, within two business days submit via facsimile
(a) the disputed determination of the Closing Sale Price to an independent,
reputable investment bank selected by the Company and approved by the Grantee or
(b) the disputed arithmetic calculation of the Shares of Common Stock to the
Company's independent, outside accountant.  The Company shall cause at
its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the
Grantee of the results no later than ten business days from the time it receives
the disputed determinations or calculations.  Such investment bank’s
or accountant's determination or calculation, as the case may be, shall be
binding upon all parties absent demonstrable error.  All such
determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during the applicable
calculation period.  For purposes of Rule 144 promulgated under the
Securities Act, it is intended, understood and acknowledged that the Shares of
Common Stock issued in a cashless exercise transaction shall be deemed to have
been acquired by the Grantee, and the holding period for the shares shall be
deemed to have commenced, on the date the Award was originally issued (provided
that the United States Securities and Exchange Commission continues to take the
position that such treatment is proper at the time of such
exercise);




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-







(e)
            Broker-Assisted.  By
      delivering a properly executed exercise notice to the Company together
      with a copy of irrevocable instructions to a broker to deliver promptly to
      the Company the amount of sale or loan proceeds necessary to pay the
      exercise price and the amount of any required tax or other withholding
      obligations.




Combination of
Methods




16.2 By any
combination of the foregoing methods of payment or any other consideration or
method of payment as shall be permitted by applicable corporate
law.




17.
            WITHHOLDING
      TAXES




Withholding
Generally




17.1 Whenever
Shares are to be issued in satisfaction of Awards granted under this Plan or
Shares are forfeited pursuant to a “deemed net-stock exercise,” the Company may
require the Grantee to remit to the Company an amount sufficient to satisfy the
foreign, federal, state, provincial, or local income and employment tax
withholding obligations, including, without limitation, on exercise of an
Award.  When, under applicable tax laws, a Grantee incurs tax
liability in connection with the exercise or vesting of any Award, the
disposition by a Grantee or other person of an Award or an Option prior to
satisfaction of the holding period requirements of Section 422 of the Code, or
upon the exercise of a Non-Qualified Stock Option, the Company shall have the
right to require such Grantee or such other person to pay by cash, or check
payable to the Company, the amount of any such withholding with respect to such
transactions.  Any such payment must be made promptly when the amount
of such obligation becomes determinable.




Stock for
Withholding




17.2 To the
extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Grantee to satisfy his or her obligation to
pay any such withholding tax, in whole or in part, with Shares up to an amount
not greater than the Company’s minimum statutory withholding rate for federal
and state tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income.  The Administrator may exercise its
discretion, by (i) directing the Company to apply Shares to which the Grantee is
entitled as a result of the exercise of an Award, or (ii) delivering to the
Company Shares that have been owned by the Grantee for more than six months,
unless the delivery of Shares is otherwise exempt from Section 16 of the
Exchange Act.  A Grantee who has made an election pursuant to this
Section 17.2 may satisfy his or her withholding obligation only with Shares that
are not subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements.  The Shares so applied or delivered for the
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.




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18.
            ADJUSTMENTS UPON
      CHANGES IN CAPITALIZATION




In
General




18.1 Subject
to any required action by the shareholders of the Company, the number of Shares
covered by each outstanding Award, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan, the exercise or purchase price
of each such outstanding Award, as well as any other terms that the
Administrator determines require adjustment shall be proportionately adjusted
for (i) any increase or decrease in the number of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Shares, or (ii) any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been effected without receipt of
consideration. The Administrator shall make the appropriate adjustments to (i)
the maximum number and/or class of securities issuable under this Plan; and (ii)
the number and/or class of securities and the exercise price per Share in effect
under each outstanding Award in order to prevent the dilution or enlargement of
benefits thereunder; provided, however, that the number of Shares subject to any
Award shall always be a whole number and the Administrator shall make such
adjustments as are necessary to insure Awards of whole Shares. Such adjustment
shall be made by the Administrator and its determination shall be final, binding
and conclusive.




Company’s Right to Effect
Changes in Capitalization




18.2 The
existence of outstanding Awards shall not affect the Company’s right to effect
adjustments, recapitalizations, reorganizations or other changes in its or any
other corporation’s capital structure or business, any merger or consolidation,
any issuance of bonds, debentures, preferred or prior preference stock ahead of
or affecting the Shares, the dissolution or liquidation of the Company’s or any
other corporation’s assets or business or any other corporate act whether
similar to the events described above or otherwise.




19.
            CORPORATE
      TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY
      DISPOSITIONS




Company is Not the
Survivor




19.1 Subject
to Section 19.3 and except as may otherwise be provided in an Award Agreement,
the Administrator shall have the authority, in its absolute discretion,
exercisable either in advance of any actual or anticipated Corporate
Transaction, Change in Control or Related Entity Disposition in which the
Company is not the surviving corporation, or at the time of an actual Corporate
Transaction, Change in Control or Related Entity Disposition in which the
Company is not the surviving corporation (a) to cancel each outstanding Award
upon payment in cash to the Grantee of the amount by which any cash and the Fair
Market Value of any other property which the Grantee would have received as
consideration for the Shares covered by the Award if the Award had been
exercised before such Corporate Transaction, Change in Control or Related Entity
Disposition exceeds the exercise price of the Award, or (b) to negotiate to have
such Award assumed by the surviving corporation.  The determination as
to whether the Company is the surviving corporation is at the sole and absolute
discretion of the Administrator.




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-







In
addition to the foregoing, in the event of a dissolution or liquidation of the
Company, or a Corporate Transaction or Related Entity Disposition in which the
Company is not the surviving corporation, the Administrator, in its absolute
discretion, may accelerate the time within which each outstanding Award may be
exercised.  Section 19.3 shall control with respect to any
acceleration in vesting in the event of Change of Control.




The
Administrator shall also have the authority:




(a)
            to
      release the Awards from restrictions on transfer and repurchase or
      forfeiture rights of such Awards on such terms and conditions as the
      Administrator may specify; and




(b)
            to
      condition any such Award’s vesting and exercisability or release from such
      limitations upon the subsequent termination of the Continuous Service of
      the Grantee within a specified period following the effective date of the
      Corporate Transaction, Change in Control or Related Entity
      Disposition.




Effective
upon the consummation of a Corporate Transaction, Change in Control or Related
Entity Disposition governed by this Section 19.1, all outstanding Awards under
this Plan not exercised by the Grantee or assumed by the successor corporation
shall terminate.




Company is the
Survivor




19.2 In the
event of a Corporate Transaction, Change in Control or Related Entity
Disposition in which the Company is the surviving corporation, the Administrator
shall determine the appropriate adjustment of the number and kind of securities
with respect to which outstanding Awards may be exercised, and the exercise
price at which outstanding Awards may be exercised.  The Administrator
shall determine, in its sole and absolute discretion, when the Company shall be
deemed to survive for purposes of this Plan.  Subject to any contrary
language in an Award Agreement evidencing an Award, any restrictions applicable
to such Award shall apply as well to any replacement shares received by the
Grantee as a result.




Change in
Control




19.3 If there
is a Change of Control, all outstanding Awards shall fully vest immediately upon
the Company’s public announcement of such a change.




20.
            PRIVILEGES OF STOCK
      OWNERSHIP




No
Grantee shall have any of the rights of a stockholder with respect to any Shares
until the Shares are issued to the Grantee.  After Shares are issued
to the Grantee, the Grantee shall be a stockholder and have all the rights of a
stockholder with respect to such Shares, including the right to vote and receive
all dividends or other distributions made or paid with respect to such Shares;
provided, that if such Shares are Restricted Stock, then any new, additional or
different securities the Grantee may become entitled to receive with respect to
such Shares by virtue of a stock dividend, stock split or any other change in
the corporate or capital structure of the Company shall be subject to the same
restrictions as the Restricted Stock.  The Company shall issue (or
cause to be issued) such stock certificate promptly upon exercise of the
Award.




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-







21.
            RESTRICTION ON
      SHARES




At the
discretion of the Administrator, the Company may reserve to itself and/or its
assignee(s) in the Award Agreement that the Grantee not dispose of the Shares
for a specified period of time, or that the Shares are subject to a right of
first refusal or a right to repurchase by the Company at the Shares’ Fair Market
Value at the time of sale.  The terms and conditions of any such
rights or other restrictions shall be set forth in the Award Agreement
evidencing the Award.




22.
            CERTIFICATES




All
certificates for Shares or other securities delivered under this Plan shall be
subject to such stock transfer orders, legends and other restrictions as the
Administrator may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.




23.
            ESCROW; PLEDGE OF
      SHARES




To
enforce any restrictions on a Grantee’s Shares, the Administrator may require
the Grantee to deposit all certificates representing Shares, together with stock
powers or other instruments of transfer approved by the Administrator,
appropriately endorsed in blank, with the Company or an agent designated by the
Company to hold in escrow until such restrictions have lapsed or terminated, and
the Administrator may cause a legend or legends referencing such restrictions to
be placed on the certificates.




24.
            SECURITIES LAW AND
      OTHER REGULATORY COMPLIANCE




Compliance With Applicable
Law




24.1 An Award
shall not be effective unless such Award is in compliance with all applicable
federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the
Grant Date and also on the date of exercise or other
issuance.  Notwithstanding any other provision in this Plan, the
Company shall have no obligation to issue or deliver certificates for Shares
under this Plan prior to (i) obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable; and/or (ii) completion
of any registration or other qualification of such Shares under any state or
federal laws or rulings of any governmental body that the Company determines to
be necessary or advisable.  The Company shall be under no obligation
to register the Shares with the Securities Exchange Commission or to effect
compliance with the registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do
so.  Evidences of ownership of Shares acquired pursuant to an Award
shall bear any legend required by, or useful for purposes of compliance with,
applicable securities laws, this Plan or the Award Agreement.




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-







During
any time when the Company has a class of equity security registered under
Section 12 of the Exchange Act, it is the intent of the Company that Awards
pursuant to this Plan and the exercise of Awards granted hereunder shall qualify
for the exemption provided by Rule 16b-3 under the Exchange Act.  To
the extent that any provision of this Plan or action by the Board or the
Administrator does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative to the extent permitted by law and deemed advisable by the
Board or the Administrator, and shall not affect the validity of this
Plan.  In the event that Rule 16b-3 is revised or replaced, the
Administrator may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.




Investment
Representation




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




25.
            NO OBLIGATION TO
      EMPLOY




Nothing
in this Plan or any Award granted under this Plan shall confer or be deemed to
confer on any Grantee any right to continue in the employ of, or to continue any
other relationship with, the Company or to limit in any way the right of the
Company to terminate such Grantee’s employment or other relationship at any
time, with or without Cause.




26.
            EFFECTIVE DATE AND
      TERM OF PLAN




This
Amended Plan shall become effective upon the earlier to occur of its adoption by
the Board or its approval by the shareholders of the Company. It shall continue
in effect for a term of ten years from the date of such amendment unless sooner
terminated.




27.
            SHAREHOLDER
      APPROVAL




If
required under Applicable Laws, this Plan shall be subject to approval by the
shareholders of the Company.  The Administrator may grant Awards under
this Plan prior to approval by the shareholders.




28.
            AMENDMENT, SUSPENSION
      OR TERMINATION OF THIS PLAN OR
AWARDS




The Board
may amend, suspend or terminate this Plan at any time and for any
reason.  To the extent necessary to comply with Applicable Laws, the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.  Shareholder approval shall be
required for the following types of amendments to this Plan: (i) any increase in
Maximum Number of Shares issuable under the Plan except for a proportional
increase in the




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-







Maximum
Number as a result of stock split or stock dividend, or a change from a fixed
Maximum Number of Shares to a fixed maximum percentage; (ii) any change to those
persons who are entitled to become participants under the Plan which would have
the potential of broadening or increasing Insider participation; or (iii) the
addition of any form of financial assistance or amendment to a financial
assistance provision which is more favorable to Grantees.




Further,
the Board may, in its discretion, determine that any amendment should be
effective only if approved by the shareholders even if such approval is not
expressly required by this Plan or by law.  No Award may be granted
during any suspension of this Plan or after termination of this
Plan.




Any
amendment, suspension or termination of this Plan shall not affect Awards
already granted, and such Awards shall remain in full force and effect as if
this Plan had not been amended, suspended or terminated, unless mutually agreed
otherwise between the Grantee and the Administrator, which agreement must be in
writing and signed by the Grantee and the Company.  At any time and
from time to time, the Administrator may amend, modify, or terminate any
outstanding Award or Award Agreement without approval of the Grantee; provided
however, that subject to the applicable Award Agreement, no such amendment,
modification or termination shall, without the Grantee’s consent, reduce or
diminish the value of such Award determined as if the Award had been exercised,
vested, cashed in or otherwise settled on the date of such amendment or
termination.




Notwithstanding
any provision herein to the contrary, the Administrator shall have broad
authority to amend this Plan or any outstanding Award under this Plan without
approval of the Grantee to the extent necessary or desirable: (i) to comply
with, or take into account changes in, applicable tax laws, securities laws,
accounting rules and other applicable laws, rules and regulations; or (ii) to
ensure that an Award is not subject to interest and penalties under Section 409A
of the Code or the excise tax imposed by Section 4999 of the Code.




Further,
notwithstanding any provision herein to the contrary, and subject to Applicable
Law, the Administrator may, in its absolute discretion, amend or modify this
Plan: (i) to make amendments which are of a “housekeeping” or clerical nature;
(ii) to change the vesting provisions of an Award granted hereunder, as
applicable; (iii) to change the termination provision of an Award granted
hereunder, as applicable, which does not entail an extension beyond the original
expiry date of such Award; and (iv) the addition of a cashless exercise feature,
payable in cash or securities, which provides for a full deduction of the number
of underlying securities from the Maximum Number.




29.
            RESERVATION OF
      SHARES




The
Company, during the term of this Plan, shall at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of this Plan.




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The
Shares to be issued hereunder upon exercise of an Award may be either authorized
but unissued; supplied to the Plan through acquisitions of Shares on the open
market; Shares forfeited back to the Plan; Shares surrendered in payment of the
exercise price of an Award; or Shares withheld for payment of applicable
employment taxes and/or withholding obligations resulting from the exercise of
an Award.




The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.




30.
            EXCHANGE AND BUYOUT OF
      AWARDS




The
Administrator may, at any time or from time to time, authorize the Company, with
the consent of the respective Grantees, to issue new Awards in exchange for the
surrender and cancellation of any or all outstanding Awards.  The
Administrator may at any time buy from a Grantee an Award previously granted
with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions as the Administrator and the
Grantee may agree.




31.
            APPLICABLE TRADING
      POLICY




The
Administrator and each Eligible Participant will ensure that all actions taken
and decisions made by the Administrator or an Eligible Participant, as the case
may be, pursuant to this Plan comply with any Applicable Laws and policies of
the Company relating to insider trading or “blackout” periods.




32.
            GOVERNING
      LAW




The Plan
shall be governed by the laws of the State of Nevada, U.S.A.; provided, however,
that any Award Agreement may provide by its terms that it shall be governed by
the laws of any other jurisdiction as may be deemed appropriate by the parties
thereto.




33.
            MISCELLANEOUS




Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan
is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security
Act of 1974, as amended.




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-


SUBPART
A




STOCK AND DEFERRED STOCK
UNITS FOR ELIGIBLE DIRECTORS




A.        Stock
Award.  The Administrator shall pay Eligible Remuneration to
each Director pursuant to an Award Agreement.




B.         Election.  Further,
the Administrator may, in its sole discretion, permit each Eligible Director to
receive all or any portion of his Eligible Remuneration during the Remuneration
Period in the form of Deferred Stock Units under this Plan (an
“Election”).  All deferrals pursuant to such an Election shall be
evidenced by an Award Agreement.




For purposes of this Subpart A, the following definitions shall
apply:




“Annual Retainer” for a
particular Director means the retainer (including any additional amounts payable
for serving as lead Director or on any committee of the Board), payable to that
Director for serving as a Director for the relevant Remuneration Period, as
determined by the Board;




“Attendance Fee” means amounts
payable annually to a Director as a Board meeting attendance fee or a committee
meeting attendance fee, or any portion thereof;




“Canadian Director” means a
Director who is a resident of Canada for the purposes of the Canadian Tax Act,
and whose income from employment by the Company or Related Entity is subject to
Canadian income tax, notwithstanding any provision of the Canada-United States
Income Tax Convention (1980), as amended;




“Canadian Tax Act” and
“Canadian Tax Regulations” means respectively the Income Tax Act (Canada), as
amended and the Income Tax Regulation promulgated thereunder, as
amended;




“Deferred Stock Unit” means a
right granted by the Company to an Eligible Director to receive, on a deferred
payment basis, Shares under this Plan;




“Eligible Director” is any
Director of this Company or Related Entity that the Administrator determines is
eligible to elect to receive Deferred Stock Units under this Plan;




“Eligible Remuneration” means
all amounts payable to an Eligible Director in Shares, including all or part of
amounts payable in satisfaction of the Annual Retainer, Attendance Fees or any
other fees relating to service on the Board which are payable to an Eligible
Director or in satisfaction of rights or property surrendered by an Eligible
Director to the Company; it being understood that the amount of Eligible
Remuneration payable to any Eligible Director may be calculated by the
Administrator in a different manner than Eligible Remuneration payable to
another Eligible Director in its sole and absolute discretion;




“Prescribed Plan or
Arrangement” means a prescribed plan or arrangement as defined in
s.6801(d) of the Canadian Tax Regulation;












“Remuneration Period” means, as
applicable, (a) the period commencing on the Effective Date of this Plan and
ending on the last day of the calendar year in which the Effective Date occurs;
and (b) thereafter each subsequent calendar year, or where the context requires,
any portion of such period; and




“Salary Deferral Arrangement”
means a salary deferral arrangement as defined in the Canadian Tax
Act.




1.           Election.  An
Eligible Director who desires to defer receipt of all or a portion of his or her
Eligible Remuneration in any calendar year shall make such election in writing
to the Company specifying:




(a)           the
dollar amount or percentage of Eligible Remuneration to be deferred;
and




(b)           the
deferral period.




Otherwise,
such election must be made before the first day of the calendar year in which
the Eligible Remuneration shall be payable, however a newly appointed Eligible
Director shall be eligible to defer payment of future Eligible Remuneration by
providing written election to the Company within 30 calendar days of his or her
appointment to the Board of Directors.  The elections made pursuant to
this Section shall be irrevocable with respect to Eligible Remuneration to which
such elections pertain and shall also apply to subsequent Eligible Remuneration
payable in future calendar years unless such Eligible Director notifies the
Company in writing, before the first day of the applicable calendar year, that
he or she desires to change such election.




If the
Eligible Director does not timely deliver an election in respect of a particular
Remuneration Period, the Eligible Director will receive the Eligible
Remuneration as provided for in the Award Agreement.




2.           Determination Of Deferred
Stock Units.  The Company will maintain a separate account for
each Eligible Director to which it will quarterly credit Deferred Stock Units at
the end of March, June, September and December, or as otherwise determined by
the Administrator, the Deferred Stock Units granted to the Eligible Director for
the relevant Remuneration Period.  The number of Deferred Stock Units
(including fractional Deferred Stock Units, computed to three digits) to be
credited to an account for an Eligible Director will be determined on the date
approved by the Administrator by dividing the appropriate amount of Eligible
Remuneration to be deferred into Deferred Stock Units by the Fair Market Value
on that date.




3.           No Voting
Rights.  The holders of Deferred Stock Units shall have no
rights as stockholders of the Company.




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4.           Dividend
Equivalency.  The Company will, on any date on which a cash or
stock dividend is paid on its outstanding Shares, credit to each Eligible
Director’s account that number of additional Deferred Stock Units (including
fractional Deferred Stock Units, computed to three digits) calculated by (i)
multiplying the amount of the dividend per Share by the number of Deferred Stock
Units in the account as of the record date for payment of the dividend, and (ii)
dividing the amount obtained in (i) by the Fair Market Value on the date on
which the dividend is paid.  (See Section 13 of the Plan, Dividend
Equivalent Right).




5.           Eligible Director’s
Account.  A written confirmation of the balance in each
Eligible Directors’ Account will be sent by the Company to the Eligible Director
upon request of the Eligible Director.




6.           Creditor’s
Rights.  A holder of Deferred Stock Units shall have no rights
other than those of a general creditor of the Company.  Deferred Stock
Units represent an unfunded and unsecured obligation of the Company, subject to
the terms and condition of the applicable Award Agreement.




7.           Settlement of Deferred Stock
Units.  Subject to Section 8, each Deferred Stock Unit shall be
paid and settled by the issuance of Restricted or unrestricted Shares in
accordance with the Award Agreement and if such settlement is subject to Section
409A of the Code only upon any one or more of the following as provided for in
the Award Agreement:




(a)
            a
      specific date or date determinable by a fixed
  schedule;




(b)
            upon
      the Eligible Director’s termination of Continuous Services to the extent
      the same constitutes a separation from services for the purposes of
      Section 409A of the Code except that if an Eligible Director is a “key
      employee” as defined in Section 409A of the Code for such purposes, then
      payment or settlement shall occur 6 months following such separation of
      service;




(c)
            as
      a result of the Eligible Director’s death or Disability;
  or




(d)
            in
      connection with or as a result of a Change in Control in compliance with
      409A of the Code.




The Company will issue one Share for
each whole Deferred Stock Unit credited to the Eligible Director’s account (net
of any applicable withholding tax as provided for in this Plan).  Such
payment shall be made by the Company as soon as reasonably possible following
the settlement date.  Fractional Shares shall not be issued, and where
the Eligible Director would be entitled to receive a fractional Shares in
respect of any fractional Deferred Stock Unit, the Company shall pay to such
Eligible Director, in lieu of such fractional Shares, cash equal to the Fair
Market Value of such fractional Shares calculated as of the day before such
payment is made, net of any applicable withholding tax.




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8.           Canadian
Directors.  If a Deferred Stock Unit is granted to an Eligible
Director who is a Canadian Director would otherwise constitute a Salary Deferred
Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall
contain such other or additional terms as will cause the Deferred Stock Unit to
be a Prescribed Plan or Arrangement.




9.           Issuance of Stock
Certificates.  A stock certificate or certificates shall be
registered and issued in the name of the holder of Deferred Stock Units and
delivered to such holder as soon as practicable after such Deferred Stock Units
have become payable or satisfied in accordance with the terms of the
Plan




10.           Non-Exclusivity.  Nothing
in this Subpart A shall prohibit the Administrator from making discretionary
Awards to Eligible Directors pursuant to the other provisions of this Plan or
outside this Plan, not otherwise inconsistent with these
provisions.




11.           Defined
Terms.  Capitalized terms used in this Subpart A and not
defined herein have the meaning give in the Plan.




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