option plan vici 2005




VICTOR
INDUSTRIES, INC.




2005
STOCK INCENTIVE PLAN







1. Purpose
of the Plan. The
purpose of this 2005 Stock Incentive Plan (“Plan”) of VICTOR INDUSTRIES, INC.,
an Idaho corporation, (“Company”) is to provide the Company with a means of
compensating selected key employees (including officers) and directors of and
consultants to the Company for their services rendered in connection with the
development of the Company with shares of Common Stock of the
Company.




2. Administration
of the Plan. The Plan
shall be administered by the Company’s Board of Directors (the
“Board”).




2.1 Award
or Sales of shares. The
Company’s Board shall (a) select those key employees (including officers),
directors and consultants to whom shares of the Company’s Common Stock shall be
awarded or sold, and (b) determine the number of shares to be awarded or sold;
the time or times at which shares shall be awarded or sold; whether the shares
to be awarded or sold will be registered with the Securities and Exchange
Commission; and such conditions, rights of repurchase, rights of first refusal
or other transfer restrictions as the Board may determine. Each award or sale of
shares under the Plan may or may not be evidenced by a written agreement between
the Company and the persons to whom shares of the Company’s Common Stock are
awarded or sold. 




2.2 Consideration
for Shares. Shares
of the Company’s Common Stock to be awarded or sold under the Plan shall be
issued for such consideration, having a value not less than par value thereof,
as shall be determined from time to time by the Board in its sole
discretion.




2.3 Board
Procedures. The
Board from time to time may adopt such rules and regulations for carrying out
the purposes of the Plan as it may deem proper and in the best interests of the
Company. The Board shall keep minutes of its meetings and records of its
actions. A majority of the members of the Board shall constitute a quorum for
the transaction of any business by the Board. The Board may act at any time by
an affirmative vote of a majority of those members voting. Such vote shall be
taken at a meeting (which may be conducted in person or by any telecommunication
medium) or by written consent of Board members without a meeting.




2.4 Finality
of Board Action. The
Board shall resolve all questions arising under the Plan. Each determination,
interpretation, or other action made or taken by the Board shall be final and
conclusive and binding on all persons, including, without limitation, the
Company, its stockholders, the Board and each of the members of the Board.





2.5 Non-Liability
of Board Members. No
Board member shall be liable for any action or determination made by him in good
faith with respect to the Plan or any shares of the Company’s Common Stock sold
or awarded under it.




2.6 Board
Power to Amend, Suspend, or Terminate the Plan. The
Board may, from time to time, make such changes in or additions to the Plan as
it may deem proper and in the best interests of the Company and its
Stockholders. The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.




3. Shares
Subject to the Plan. For
purposes of the Plan, the Board of Directors is authorized to sell or award
100,000,000 shares and/or options of the Company’s Common Stock, no par value
per share (“Common Stock”), and exclusive of any shares that the Company is
authorized to issue under the original Stock Option Plan and any other
amendments thereto.




3.1 Grants
of Stock Options. Stock
Options granted under the Plan shall constitute "incentive stock options" within
the meaning of Section 422 of the Code, if so designated by the Board on the
date of grant. The Board shall also have the discretion to grant Stock Options
which do not constitute incentive stock options, and any such Stock Options
shall be designated non-statutory stock options by the Board on the date of
grant. The aggregate fair market value (determined as of the time an incentive
stock option is granted) of the Common Stock with respect to which incentive
stock options are exercisable for the first time by any Employee during any one
calendar year (under all plans of the Company and any parent or subsidiary of
the Company) may not exceed the maximum amount permitted under Section 422 of
the Code (currently one hundred thousand dollars ($100,000.00)). Non-Statutory
Stock Options (“NSO”) shall not be subject to the limitations relating to
incentive stock options contained in the preceding sentence. Each Stock Option
shall be evidenced by a written agreement (the "Option Agreement") in a form
approved by the Board, which shall be executed on behalf of the Company and by
the Employee to whom the Stock Option is granted, and which shall be subject to
the terms and conditions of this Plan. The holder of a Stock Option shall not be
entitled to the privileges of stock ownership as to any shares of Common Stock
not actually issued to such holder.




3.2 Assignability. Options
granted under this Plan may be, if designated as such, assigned to third
parties.




3.3 Restrictions
on Transfer. Each
Stock Option granted under this Plan shall be transferable only by will or the
laws of descent and distribution. No interest of any Employee under the Plan
shall be subject to attachment, execution, garnishment, sequestration, the laws
of bankruptcy or any other legal or equitable process. Each Stock Option granted
under this Plan shall be exercisable during an Employee's lifetime only by such
Employee or by such Employee's legal representative.




4. Participants. All key
employees (including officers) and directors of and consultants to the Company
and any of its subsidiaries (sometimes referred to herein as (“participants”)
are eligible to participate in the Plan. A copy of this Plan shall be delivered
to all participants, together with a copy of any Board resolutions authorizing
the issuance of the shares and establishing the terms and conditions, if any,
relating to the sale or award of such shares.




4.1 Misconduct
of an Employee.
Notwithstanding any other provision of this Plan, if an Employee commits fraud
or dishonesty toward the Company or wrongfully uses or discloses any trade
secret, confidential data or other information proprietary to the Company, or
intentionally takes any other action materially inimically to the best interests
of the Company, as determined by the Committee, in its sole and absolute
discretion, such Employee shall forfeit all rights and benefits under this
Plan.




5. Rights
and Obligations of Participants. The
award or sale of shares of Common stock shall be conditioned upon the
participant providing to the Board a written representation that, at the time of
such award or sale, it is the intent of such person(s) to acquire the shares for
investment only and not with a view toward distribution. The certificate for
unregistered shares issued for investment shall be restricted by the Company as
to transfer unless the Company receives an opinion of counsel satisfactory to
the Company to the effect that such restriction is not necessary under the
pertaining law. The providing of such representation and such restriction on
transfer shall not, however, be required upon any person’s receipt of shares of
Common Stock under the Plan in the event that, at the time of award or sale, the
shares shall be (i) covered by an effective and current registration statement
under the Securities Act of 1933, as amended, and (ii) either qualified or
exempt from qualification under applicable state securities laws. The Company
shall, however, under no circumstances be required to sell or issue any shares
under the Plan if, in the opinion of the Board, (i) the issuance of such shares
would constitute a violation by the participant or the Company of any applicable
law or regulation of any governmental authority, or (ii) the consent or approval
of any governmental body is necessary or desirable as a condition of, or in
connection with, the issuance of such shares. 




6. Payment
of Shares.




(a) The
entire purchase price of shares issued under the Plan shall be payable in lawful
money of the United States of America at the time when such shares are
purchased.




7. Adjustments. If the
outstanding Common Stock shall be hereafter increased or decreased, or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation, by reason of a recapitalization,
reclassification, reorganization, merger, consolidation, share exchange, or
other business combination in which the Company is the surviving parent
corporation, stock split-up, combination of shares, or dividend or other
distribution payable in capital stock or rights to acquire capital stock,
appropriate adjustment shall be made by the Board in the number and kind of
shares which may be granted under the Plan.




8. Tax
Withholding. As a
condition to the purchase or award of shares, the participant shall make such
arrangements as the Board may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in connection
with such purchase or award.




9. Terms
of the Plan.




9.1 Effective
Date. This
Plan shall become effective on October 21, 2005.




9.2 Termination
Date. The
Plan shall terminate at Midnight on December 31, 2014, and no shares shall be
awarded or sold after that time. The Plan may be suspended or terminated at any
earlier time by the Board within the limitations set forth in Section
2.6.




10. Non-Exclusivity
of the Plan. Nothing
contained in the Plan is intended to amend, modify, or rescind any previously
approved compensation plans, programs or options entered into by the Company.
This Plan shall be construed to be in addition to and independent of any and all
such other arrangements. The adoption of the Plan by the Board shall not be
construed as creating any limitations on the power of authority of the Board to
adopt, with or without stockholder approval, such additional or other
compensation arrangements as the Board may from time to time deem
desirable.




11. Compliance
With Rule 16b-3.
Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent that any provision of the Plan or action
by the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.




12. Governing
Law. The
Plan and all rights and obligations under it shall be construed and enforced in
accordance with the laws of Idaho.