MEDIANET
GROUP TECHNOLOGIES, INC.

     

    2010
OMNIBUS EQUITY COMPENSATION PLAN


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          	
                  ARTICLE
      I

                	
                  GENERAL
      PROVISIONS

                	
                  1

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                	
                  DEFINITIONS

                	
                  1

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                	
                  ADMINISTRATION

                	
                  5

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                	
                  INCENTIVE
      STOCK OPTIONS

                	
                  9

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                	
                  NONQUALIFIED
      STOCK OPTIONS

                	
                  10

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	
                  STOCK
      APPRECIATION RIGHTS

                	
                  11

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	
                  INCIDENTS
      OF STOCK OPTIONS AND STOCK RIGHTS

                	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	
                  RESTRICTED
      STOCK

                	
                  15

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX

                	
                  DEFERRED
      STOCK

                	
                  17

                
	 
      	 
      	 
      
	
                  ARTICLE
      X

                	
                  STOCK
      AWARDS

                	
                  18

                
	 
      	 
      	 
      
	
                  ARTICLE
      XI

                	
                  PERFORMANCE
      SHARES

                	
                  19

                
	 
      	 
      	 
      
	
                  ARTICLE
      XII

                	
                  OTHER
      STOCK-BASED AWARDS

                	
                  21

                
	 
      	 
      	 
      
	
                  ARTICLE
      XIII

                	
                  ACCELERATION
      EVENTS

                	
                  22

                
	 
      	 
      	 
      
	
                  ARTICLE
      XIV

                	
                  AMENDMENT
      AND TERMINATION

                	
                  24

                
	 
      	 
      	 
      
	
                  ARTICLE
      XV

                	
                  MISCELLANEOUS
      PROVISIONS

                	
                  25

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           The
Plan is designed for the benefit of the directors, executives, employees and
certain consultants and advisors of the Company (i) to attract and retain for
the Company personnel of exceptional ability; (ii) to motivate such personnel
through added incentives to make a maximum contribution to greater
profitability; (iii) to develop and maintain a highly competent management team;
and (iv) to be competitive with other companies with respect to executive
compensation.

     

    1.2           Awards
under the Plan may be made to Participants in the form of (i) Incentive Stock
Options; (ii) Nonqualified Stock Options; (iii) Stock Appreciation Rights; (iv)
Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii) Performance
Shares; (viii) Other Stock-Based Awards; and (ix) other forms of equity-based
compensation as may be provided and are permissible under this Plan and the
law.

     

    1.3           The
Plan shall be effective September 30, 2010 (the "Effective Date"), subject to
the approval of the Plan by a majority of the votes cast by the holders of the
Company’s Common Stock, which may be voted at the next annual or special
shareholder’s meeting. Any Awards granted under the Plan prior to such approval
shall be effective when made (unless otherwise specified by the Committee at the
time of grant) but shall be conditioned on, and subject to, the approval of the
Plan by the Company’s shareholders.

     

    ARTICLE
II

    


    DEFINITIONS

    


    Except
where the context otherwise indicates, the following definitions
apply:

     

    2.1           "Acceleration
Event" means the occurrence of an event defined in Article XIII of the
Plan.

     

    2.2           "Act"
means the Securities Exchange Act of 1934, as amended.

     

    2.3           "Agreement"
means the written agreement evidencing each Award granted to a Participant under
the Plan.

     

    2.4           "Award"
means an award granted to a Participant in accordance with the provisions of the
Plan, including, but not limited to, a Stock Option, Stock Right, Restricted or
Deferred Stock, Stock Award, Performance Share, Other Stock-Based Award, or any
combination of the foregoing.

     

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

     

    2.6           "Change
in Control" shall have the meaning set forth in Section 13.2 of the
Plan.


    
      
         


      

      
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    2.7           "Change
in Control Price" shall have the meaning set forth in Section 13.7 of the
Plan.

     

    2.8           "Code"
means the Internal Revenue Code of 1986, as amended.

     

    2.9           "Committee"
means the Board until such time as the Board establishes a Compensation
Committee of the Board, and thereafter the Committee shall mean the Compensation
Committee of the Board.

     

    2.10         "Company"
means MediaNet Group Technologies, Inc., a Nevada corporation.

     

    2.11         "Deferral
Period" means the period commencing on the date an Award of Deferred Stock is
granted and ending on such date as the Committee shall determine.

     

    2.12         "Deferred
Stock" means the stock awarded under Article IX of the Plan.

     

    2.13         "Disability"
means disability as determined under procedures established by the Committee or
in any Award.

     

    2.14         "Discount
Stock Options" means the Nonqualified Stock Options, which provide for an
exercise price of less than the Fair Market Value of the Stock at the date of
the Award.

     

    2.15         "Early
Retirement" means retirement from active employment with the Company, with the
express consent of the Committee, pursuant to the early retirement provisions
established by the Committee or in any Award.

     

    2.16         "Effective
Date" shall have the meaning set forth in Section 1.3 of the Plan.

     

    2.17         "Elective
Deferral Period" shall have the meaning set forth in Section 9.3 of the
Plan.

     

    2.18         "Eligible
Participant" means any director, executive, employee or consultant or advisor of
the Company (provided any such consultant or advisor must be providing services
to the Company on terms and conditions that the Company reasonably believes
makes such person eligible to receive securities registered pursuant to a Form
S-8 registration statement), as shall be determined by the Committee, as well as
any other person whose participation the Committee determines is in the best
interest of the Company, subject to limitations as may be provided by the Code,
the Act or the Committee. For purposes of Article IV and Incentive Stock Options
that may be granted hereunder, the term "Eligible Participant" shall be limited
to an executive or other key employee meeting the qualifications for receipt of
an Incentive Stock Option under the provisions of Section 422 of the
Code.

     

    2.19         "ERISA"
means the Employee Retirement Income Security Act of 1974, as
amended.


    
      
         


      

      
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    2.20       "Fair
Market Value" means, with respect to any given day, (a) if the Company's Common
Stock is traded on the NYSE Alternext US Exchange or another national exchange
then the closing or last sale price, respectively, reported on such day, or if
the Stock was not traded on such day, the closing or last sale price on the next
day on which the Stock was traded, all as reported by such source as the
Committee may select; or (b) if the Company's Common Stock is not traded on the
NYSE Alternext US Exchange or another national exchange but is traded on the
NASD OTC Bulletin Board (the “Bulletin Board”), then the last sale price, or, if
a last sale price is not quoted, the mean between the closing bid and asked
prices for the Common Stock on such day, or, if no bid or ask price information
is available on such day then the last sale price or the closing bid and asked
prices on the next day on which such information becomes available, all as
reported by such source as the Committee may select. The Committee may establish
an alternative method of determining Fair Market
Value.  Notwithstanding the foregoing, the Committee shall, to the
extent Section 409A of the Code applies, use a valuation method that satisfies
Section 409A and any regulations thereunder.

     

    2.21       "Incentive
Stock Option" means a Stock Option granted under Article IV of the Plan, and as
defined in Section 422 of the Code.

     

    2.22       "Limited
Stock Appreciation Rights" means a Stock Right which is exercisable only in the
event of a Change in Control, as described in Section 6.8 of this Plan, which
provides for an amount payable solely in cash, equal to the excess of the Stock
Appreciation Right Fair Market Value of a share of Stock on the day the Stock
Right is surrendered over the price at which a Participant could exercise a
related Stock Option to purchase the share of Stock.

     

    2.23       “Named
Executive Officer” means the Company’s named executive officers (as such term is
defined in Item 402(a)(3) of Regulation S-K.

     

    2.24       "Nonqualified
Stock Option" means a Stock Option granted under Article V of the
Plan.

     

    2.25       "Normal
Retirement" means retirement from active employment with the Company or any
Subsidiary on or after age 65, or pursuant to such other requirements as may be
established by the Committee or in any Award.

     

    2.26       "Option
Grant Date" means, as to any Stock Option, the latest of:

     

    (a)           the
date on which the Committee grants the Stock Option to the
Participant;

     

    (b)           the
date the Participant receiving the Stock Option becomes an employee of the
Company or its Subsidiaries, to the extent employment status is a condition of
the grant or a requirement of the Code or the Act; or

     

    (c)           such
other date (other than the dates described in (i) and (ii) above) as the
Committee may designate.

     

    2.27       "Other
Stock-Based Award" means an Award under Article XII of the Plan that is valued
in whole or in part by reference to, or is otherwise based on,
Stock.

     

    2.28       "Participant"
means an Eligible Participant to whom an Award of equity-based compensation has
been granted and who has entered into an Agreement evidencing the
Award.

     

    2.29       "Performance
Share" means an Award under Article XI of the Plan of a unit valued by reference
to a designated number of shares of Stock, which value may be paid to the
Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, Stock, or any combination thereof, upon
achievement of such Performance Objectives during the Performance Period as the
Committee shall establish at the time of such Award or
thereafter.


    
      
         


      

      
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    2.30       "Performance
Objectives" shall have the meaning set forth in Article XI of the
Plan.

     

    2.31       "Performance
Period" shall have the meaning set forth in Article XI of the Plan.

     

    2.32       "Plan"
means the MediaNet Group Technologies, Inc. Omnibus Equity Compensation Plan, as
amended from time to time.

     

    2.33       “Related
Stock Appreciation Right” shall have the meaning set forth in Section 6.1 of the
Plan.

     

    2.34       "Restricted
Stock" means an Award of Stock under Article VIII of the Plan, which Stock is
issued with the restriction that the holder may not sell, transfer, pledge, or
assign such Stock and with such other restrictions as the Committee, in its sole
discretion, may impose (including, without limitation, any restriction on the
right to vote such Stock, and the right to receive any cash dividends), which
restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee may deem appropriate.

     

    2.35       "Restriction
Period" means the period commencing on the date an Award of Restricted Stock is
granted and ending on such date as the Committee shall determine.

     

    2.36       "Retirement"
means Normal or Early Retirement.

     

    2.37       "Stock"
means shares of common stock par value $0.001 per share of the Company, as may
be adjusted pursuant to the provisions of Section 3.11.

     

    2.38       "Stock
Appreciation Right" means a Stock Right, as described in Article VI of this
Plan, which provides for an amount payable in Stock and/or cash, as determined
by the Committee, equal to the excess of the Fair Market Value of a share of
Stock on the day the Stock Right is exercised over the price at which the
Participant could exercise a related Stock Option to purchase the share of
Stock.

     

    2.39       "Stock
Appreciation Right Fair Market Value" means a value established by the Committee
for the exercise of a Stock Appreciation Right or a Limited Stock Appreciation
Right.

     

    2.40       "Stock
Award" means an Award of Stock granted in payment of compensation, as provided
in Article X of the Plan.

     

    2.41       "Stock
Option" means an Award under Article IV or V of the Plan of an option to
purchase Stock. A Stock Option may be either an Incentive Stock Option or a
Nonqualified Stock Option.

     

    2.42       "Stock
Right" means an Award under Article VI of the Plan. A Stock Right may be either
a Stock Appreciation Right or a Limited Stock Appreciation
Right.


    
      
         


      

      
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    2.43       "Termination
of Employment" means the discontinuance of employment of a Participant with the
Company. The determination of whether a Participant has discontinued employment
shall be made by the Committee in its discretion. In determining whether a
Termination of Employment has occurred, the Committee may provide that service
as a consultant or advisor, or service with a business enterprise in which the
Company has a significant ownership interest shall be treated as employment with
the Company. The Committee shall have the discretion, exercisable either at the
time the Award is granted or at the time the Participant terminates employment,
to establish as a provision applicable to the exercise of one or more Awards
that during the limited period of exercisability following Termination of
Employment, the Award may be exercised not only with respect to the number of
shares of Stock for which it is exercisable at the time of the Termination of
Employment but also with respect to one or more subsequent installments for
which the Award would have become exercisable had the Termination of Employment
not occurred. Notwithstanding the foregoing, Termination of Employment shall,
for purposes of any payment under an Award to which Section 409A of the Code
applies, have the same meaning as “separation from service” under Section 409A
(and any regulations thereunder).

     

    ARTICLE
III

    


    ADMINISTRATION

    


    3.1         This
Plan shall be administered by the Committee. Members of the Committee may vote
on any matters affecting the administration of the Plan or the grant of Awards
pursuant to the Plan, except that no such member shall act upon the granting of
an Award to himself or herself, but any such member may be counted in
determining the existence of a quorum at any meeting of the Committee or Board
during which action is taken with respect to the granting of an Award to such
member. The Committee, in its discretion, may delegate to one or more of its
members such of its powers, as it deems appropriate. The Committee also may
limit the power of any member to the extent necessary to comply with Rule 16b-3
under the Act or any other law. The Board, in its discretion, may require that
all or any final actions or determinations by the Committee be made by or be
subject to approval or ratification by the Board before becoming effective. To
the extent all or any decisions, actions, or determinations relating to the
administration of the Plan are made by the Board, the Board shall have all power
and authority granted to the Committee in this Article and otherwise in this
Plan, and for these purposes, all references to the "Committee" herein shall be
deemed to include the Board.

     

    3.2         The
Committee shall meet at such times and places as it determines. A majority of
its members shall constitute a quorum, and the decision of a majority of those
present at any meeting at which a quorum is present shall constitute the
decision of the Committee. A unanimous consent signed by all of the members of
the Committee shall constitute the decision of the Committee without necessity,
in such event, for holding an actual meeting.

     

    3.3         The
Committee shall have the exclusive right to interpret, construe and administer
the Plan, to select the persons who are eligible to receive an Award, and to act
in all matters pertaining to the granting of an Award and the contents of the
Agreement evidencing the Award, including, without limitation, the determination
of the number of Stock Options, Stock Rights, shares of Stock or Performance
Shares subject to an Award and the form, terms, conditions and duration of each
Award, and any amendment thereof consistent with the provisions of the Plan. All
acts, determinations and decisions of the Committee made or taken pursuant to
grants of authority under the Plan or with respect to any questions arising in
connection with the administration and interpretation of the Plan, including the
severability of any and all of the provisions thereof, shall be conclusive,
final and binding upon all Participants, Eligible Participants and their
beneficiaries.


    
      
         


      

      
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    3.4         The
Committee may adopt such rules, regulations and procedures of general
application for the administration of this Plan, as it deems
appropriate.

     

    3.5         Without
limiting the foregoing Sections 3.1, 3.2, 3.3 and 3.4, and notwithstanding any
other provisions of the Plan, the Committee is authorized to take such action as
it determines to be necessary or advisable, and fair and equitable to
Participants, with respect to an Award in the event of an Acceleration Event as
defined in Article XIII. Such action may include, but shall not be limited to,
establishing, amending or waiving the forms, terms, conditions and duration of
an Award and the Award Agreement, so as to provide for earlier, later, extended
or additional times for exercise or payments, differing methods for calculating
payments, alternate forms and amounts of payment, an accelerated release of
restrictions or other modifications. The Committee may take such actions
pursuant to this Section 3.5 by adopting rules and regulations of general
applicability to all Participants or to certain categories of Participants, by
including, amending or waiving terms and conditions in an Award and the Award
Agreement, or by taking action with respect to individual
Participants.

     

    3.6         The
aggregate number of shares of Stock, which are reserved for issuance under the
Plan, shall be 50,000,000.  The aggregate number of shares of stock
reserved for issuance under the plan shall be adjusted in accordance with
Section 3.11.

     

    (a)           If,
for any reason, any shares of Stock or Performance Shares awarded or subject to
purchase under the Plan are not delivered or purchased, or are reacquired by the
Company, for reasons including, but not limited to, a forfeiture of Restricted
Stock or termination, expiration or cancellation of a Stock Option, Stock Right
or Performance Share, or any other termination of an Award without payment being
made in the form of Stock (whether or not Restricted Stock), such shares of
Stock or Performance Shares shall not be charged against the aggregate number of
shares of Stock available for Award under the Plan, and shall again be available
for Award under the Plan.

     

    (b)           For
all purposes under the Plan, each Performance Share awarded shall be counted as
one share of Stock subject to an Award.

     

    (c)           To
the extent a Stock Right granted in connection with a Stock Option is exercised
without payment being made in the form of Stock (whether or not Restricted
Stock), the shares of Stock which otherwise would have been issued upon the
exercise of such related Stock Option shall not be charged against the aggregate
number of shares of Stock subject to an Award under the Plan, and shall again be
available for Award under the Plan.

     

    3.7         Each
Award granted under the Plan shall be evidenced by a written Award Agreement.
Each Award Agreement shall be subject to and incorporate (by reference or
otherwise) the applicable terms and conditions of the Plan, and any other terms
and conditions (not inconsistent with the Plan) required by the
Committee.


    
      
         


      

      
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    3.8         The
Company shall not be required to issue or deliver any certificates for shares of
Stock prior to:

     

    (a)           the
listing of such shares on any stock exchange on which the Stock may then be
listed; and

     

    (b)           the
completion of any registration or qualification of such shares of Stock under
any federal or state law, or any ruling or regulation of any government body
which the Company shall, in its discretion, determine to be necessary or
advisable.

     

    3.9         All
certificates for shares of Stock delivered under the Plan shall also be subject
to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock is then listed
and any applicable federal or state laws, and the Committee may cause a legend
or legends to be placed on any such certificates to make appropriate reference
to such restrictions. In making such determination, the Committee may rely upon
an opinion of counsel for the Company.

     

    3.10       Subject
to the restrictions on Restricted Stock, as provided in Article VIII of the Plan
and in the Restricted Stock Award Agreement, each Participant who receives an
Award of Restricted Stock shall have all of the rights of a shareholder with
respect to such shares of Stock, including the right to vote the shares to the
extent, if any, such shares possess voting rights and receive dividends and
other distributions. Except as provided otherwise in the Plan or in an Award
Agreement, no Participant awarded a Stock Option, Stock Right, Deferred Stock,
Stock Award or Performance Share shall have any right as a shareholder with
respect to any shares of Stock covered by his or her Stock Option, Stock Right,
Deferred Stock, Stock Award or Performance Share prior to the date of issuance
to him or her of a certificate or certificates for such shares of
Stock.

     

    3.11       If
any reorganization, recapitalization, reclassification, stock split-up, stock
dividend, or consolidation of shares of Stock, merger or consolidation of the
Company or its Subsidiaries or sale or other disposition by the Company or its
Subsidiaries of all or a portion of its assets, any other change in the
Company's or its Subsidiaries' corporate structure, or any distribution to
shareholders other than a cash dividend results in the outstanding shares of
Stock, or any securities exchanged therefor or received in their place, being
exchanged for a different number or class of shares of Stock or other securities
of the Company, or for shares of Stock or other securities of any other Company;
or new, different or additional shares or other securities of the Company or of
any other Company being received by the holders of outstanding shares of Stock,
then equitable adjustments shall be made by the Committee in:

     

    (a)           the
limitation of the aggregate number of shares of Stock that may be awarded as set
forth in Sections 3.6, 3.16, and 4.1(e) (to the extent permitted under Section
422 of the Code) of the Plan;

     

    (b)           the
number of shares and class of Stock that may be subject to an Award, and which
have not been issued or transferred under an outstanding Award;


    
      
         


      

      
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    (c)           the
purchase price to be paid per share of Stock under outstanding Stock Options and
the number of shares of Stock to be transferred in settlement of outstanding
Stock Rights; and

     

    (d)           the
terms, conditions or restrictions of any Award and Award Agreement, including
the price payable for the acquisition of Stock; provided, however, that all
adjustments made as the result of the foregoing in respect of (i) each Incentive
Stock Option shall be made so that such Stock Option shall continue to be an
Incentive Stock Option, as defined in Section 422 of the Code; and (ii) any
Award that is subject to Section 409A of the Code shall comply with Section 409A
and any regulation thereunder.

     

    3.12       In
addition to such other rights of indemnification as they may have as directors
or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Award granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment or settlement in any such action, suit or
proceeding, except as to matters as to which the Committee member has been
negligent or engaged in misconduct in the performance of his duties; provided,
that within sixty (60) days after institution of any such action, suit or
proceeding, a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.  Any
payments required under this Section 3.11 that are subject to Section 409A of
the Code shall be made by the end of year following the year in which the
expenses and liabilities were incurred.

     

    3.13       The
Committee may require each person purchasing shares of Stock pursuant to a Stock
Option or other Award under the Plan to represent to and agree with the Company
in writing that he is acquiring the shares of Stock without a view to
distribution thereof. The certificates for such shares of Stock may include any
legend, which the Committee deems appropriate to reflect any restrictions on
transfer.

     

    3.14       The
Committee shall be authorized to make adjustments in performance based criteria
or in the terms and conditions of other Awards in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or changes
in applicable laws, regulations or accounting principles. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award Agreement in the manner and to the extent it shall deem
desirable to carry it into effect or comply with applicable law. In the event
the Company (or any Subsidiary, if applicable) shall assume outstanding employee
benefit awards or the right or obligation to make future such awards in
connection with the acquisition of another Company or business entity, the
Committee may, in its discretion, make such adjustments in the terms of Awards
under the Plan as it shall deem appropriate.

     

    3.15       The
Committee shall have full power and authority to determine whether, to what
extent and under what circumstances, any Award shall be canceled or suspended.
In particular, but without limitation, all outstanding Awards to any Participant
shall be canceled if (a) the Participant, without the consent of the Committee,
while employed by the Company or after termination of such employment, becomes
associated with, employed by, renders services to, or owns any interest in
(other than any nonsubstantial interest, as determined by the Committee), any
business that is in competition with the Company or with any business in which
the Company has a substantial interest as determined by the Committee; or (b) is
terminated for cause as determined by the Committee.


    
      
         


      

      
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    3.16       Subject
to the limitations of Section 3.6, the maximum number of shares of Stock with
respect to which an Award or Awards of Stock Options and/or Stock Rights under
the Plan may be granted during any calendar year to any participant shall be
five million (5,000,000) shares.

     

    ARTICLE
IV

    


    INCENTIVE
STOCK OPTIONS

    


    4.1         Each
provision of this Article IV and of each Incentive Stock Option granted
hereunder shall be construed in accordance with the provisions of Section 422 of
the Code, and any provision hereof that cannot be so construed shall be
disregarded. Incentive Stock Options shall be granted only to Eligible
Participants, each of whom may be granted one or more such Incentive Stock
Options at such time or times determined by the Committee following the
Effective Date until September 30, 2020, subject to the following
conditions:

     

    (a)           The
Incentive Stock Option price per share of Stock shall be set in the Award
Agreement, but shall not be less than one hundred percent (100%) of the Fair
Market Value of the Stock at the time of the Option Grant Date.

     

    (b)           The
Incentive Stock Option and its related Stock Right, if any, may be exercised in
full or in part from time to time within ten (10) years from the Option Grant
Date, or such shorter period as may be specified by the Committee in the Award;
provided, that in any event, the Incentive Stock Option and related Stock Right
shall lapse and cease to be exercisable upon, or within such period following, a
Termination of Employment as shall have been determined by the Committee and as
specified in the Incentive Stock Option Award Agreement or its related Stock
Right Award Agreement; provided, however, that such period following a
Termination of Employment shall not exceed three (3) months (unless such period
is extended by express written authorization of the Committee) unless employment
shall have terminated:

     

    (i)           as
a result of death or Disability, in which event, such period shall not exceed
three years after the date of death or Disability; and

     

    (ii)          as
a result of death, if death shall have occurred following a Termination of
Employment and while the Incentive Stock Option or Stock Right was still
exercisable, in which event, such period shall not exceed three years after the
date of death;

     

    provided,
further, that such period following a Termination of Employment shall in no
event extend the original exercise period of the Incentive Stock Option or any
related Stock Right.

     

    (c)           The
aggregate Fair Market Value, determined as of the Option Grant Date, of the
shares of Stock with respect to which Incentive Stock Options are exercisable
for the first time during any calendar year by any Eligible Participant shall
not exceed one hundred thousand dollars ($100,000); provided, however, to the
extent permitted under Section 422 of the Code:


    
      
         


      

      
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    (i)           if
a Participant's employment is terminated by reason of death, Disability or
Retirement and the portion of any Incentive Stock Option that is otherwise
exercisable during the post-termination period applied without regard to the one
hundred thousand dollar ($100,000) limitation contained in Section 422 of the
Code is greater than the portion of such option that is immediately exercisable
as an Incentive Stock Option during such post-termination period under Section
422, such excess shall be treated as a Nonqualified Stock Option;
and

     

    (ii)          if
the exercise of an Incentive Stock Option is accelerated by reason of an
Acceleration Event, any portion of such Award that is not exercisable as an
Incentive Stock Option by reason of the one hundred thousand dollar ($100,000)
limitation contained in Section 422 of the Code shall be treated as a
Nonqualified Stock Option.

     

    (d)           Incentive
Stock Options shall be granted only to an Eligible Participant who, at the time
of the Option Grant Date, does not own Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company; provided,
however, the foregoing restriction shall not apply if at the time of the Option
Grant Date the option price is at least one hundred ten percent (110%) of the
Fair Market Value of the Stock subject to the Incentive Stock Option and such
Incentive Stock Option by its terms is not exercisable after the expiration of
five (5) years from the Option Grant Date.

     

    (e)           The
Committee may adopt any other terms and conditions which it determines should be
imposed for the Incentive Stock Option to qualify under Section 422 of the Code,
as well as any other terms and conditions not inconsistent with this Article IV
as determined by the Committee.

     

    4.2         The
Committee may at any time offer to buy out for a payment in cash, Stock,
Deferred Stock or Restricted Stock an Incentive Stock Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.

     

    4.3         If
the Incentive Stock Option Award Agreement so provides, the Committee may to the
extent consistent with Section 409A of the Code (and any regulations
thereunder), require that all or part of the shares of Stock to be issued upon
the exercise of an Incentive Stock Option shall take the form of Deferred or
Restricted Stock, which shall be valued on the date of exercise, as determined
by the Committee, on the basis of the Fair Market Value of such Deferred Stock
or Restricted Stock determined without regard to the deferral limitations and/or
forfeiture restrictions involved.

     

    ARTICLE
V

    


    NONQUALIFIED
STOCK OPTIONS

    


    5.1         One
or more Stock Options may be granted as Nonqualified Stock Options to Eligible
Participants to purchase shares of Stock at such time or times determined by the
Committee, following the Effective Date, subject to the terms and conditions set
forth in this Article V.


    
      
         


      

      
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    5.2         The
Nonqualified Stock Option price per share of Stock shall be established in the
Award Agreement and may be less than one hundred percent (100%) of the Fair
Market Value at the time of the grant, or at such later date as the Committee
shall determine.

     

    5.3         The
Nonqualified Stock Option and its related Stock Right, if any, may be exercised
in full or in part from time to time within such period as may be specified by
the Committee or in the Award Agreement; provided, that, in any event, the
Nonqualified Stock Option and the related Stock Right shall lapse and cease to
be exercisable upon, or within such period following, Termination of Employment
as shall have been determined by the Committee and as specified in the
Nonqualified Stock Option Award Agreement or Stock Right Award Agreement;
provided, however, that such period following Termination of Employment shall
not exceed three (3) months (unless such period is extended by express written
authorization of the Committee) unless employment shall have
terminated:

     

    (a)           as
a result of Retirement or Disability, in which event, such period shall not
exceed three years after the date of Retirement or Disability, or within such
longer period as the Committee may specify; and

     

    (b)           as
a result of death, or if death shall have occurred following a Termination of
Employment and while the Nonqualified Stock Option or Stock Right was still
exercisable, in which event, such period may exceed three years after the date
of death, as provided by the Committee or in the Award Agreement.

     

    5.4         The
Nonqualified Stock Option Award Agreement may include any other terms and
conditions not inconsistent with this Article V or with Article VII, as
determined by the Committee.

     

    ARTICLE
VI

     

    STOCK
APPRECIATION RIGHTS

     

    6.1         A
Stock Appreciation Right may be granted to an Eligible Participant in connection
with an Incentive Stock Option or a Nonqualified Stock Option granted under
Article IV or Article V of this Plan (a “Related Stock Appreciation Right”), or
may be granted independent of any related Incentive or Nonqualified Stock
Option.

     

    6.2         A
Related Stock Appreciation Right shall entitle a holder of a Stock Option,
within the period specified for the exercise of the Stock Option, to surrender
the unexercised Stock Option (or a portion thereof) and to receive in exchange
therefor a payment in cash or shares of Stock having an aggregate value equal to
the amount by which the Fair Market Value of each share of Stock exceeds the
Stock Option price per share of Stock, times the number of shares of Stock under
the Stock Option, or portion thereof, which is surrendered.

     

    6.3         Each
Related Stock Appreciation Right granted hereunder shall be subject to the same
terms and conditions as the related Stock Option, including limitations on
transferability, if any, and shall be exercisable only to the extent such Stock
Option is exercisable and shall terminate or lapse and cease to be exercisable
when the related Stock Option terminates or lapses. The grant of a Related Stock
Appreciation Right related to an Incentive Stock Option must be concurrent with
the grant of the Incentive Stock Option. With respect to Nonqualified Stock
Options, the grant of a Related Stock Appreciation Right either may be
concurrent with the grant of the Nonqualified Stock Option, or (to the extent
consistent with the exemption for stock appreciation rights under the Section
409A regulations) subsequent to the grant of the Nonqualified Stock Option, in
connection with a Nonqualified Stock Option previously granted under Article V,
which is unexercised and has not terminated or lapsed.


    
      
         


      

      
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    6.4         The
Committee shall have the sole discretion to determine, in each case whether the
payment with respect to the exercise of a Stock Appreciation Right shall be made
in the form of all cash, all Stock, or any combination thereof. If payment is to
be made in Stock, the number of shares of Stock shall be determined based on the
Fair Market Value of the Stock on the date of exercise of the Stock Appreciation
Right.  If the Committee elects to make full payment in Stock, no
fractional shares of Stock shall be issued and cash payments shall be made in
lieu of fractional shares.  If a Stock Appreciation Right is granted
at less than the stock’s Fair Market Value on the date of grant, Section 409A
will apply and the ability to exercise the Stock Appreciation Right will, to
avoid taxation upon vesting and 20% penalty, have to be limited to a designated
year.

     

    6.5         The
Committee shall have sole discretion as to the timing of any payment made in
cash, Stock, or a combination thereof upon exercise of a Stock Appreciation
Right.  Payment may, to the extent consistent with Section 409A of the
Code (and any regulation thereunder), be made in a lump sum, in annual
installments or may be otherwise deferred and the Committee shall have sole
discretion to determine whether any deferred payments may bear amounts
equivalent to interest or cash dividends.

     

    6.6         Upon
the exercise of a Related Stock Appreciation Right, the number of shares of
Stock subject to exercise under any related Stock Option shall automatically be
reduced by the number of shares of Stock represented by the Stock Option or
portion thereof which is surrendered.

     

    6.7         The
Committee, in its sole discretion, may, to the extent consistent with the
exemption for stock appreciation rights under the Section 409A regulations, also
provide that, in the event of a Change in Control, the amount to be paid upon
the exercise of a Stock Appreciation Right or Limited Stock Appreciation Right
shall be based on the Change in Control Price, subject to such terms and
conditions as the Committee may specify at grant.

     

    6.8         In
its sole discretion, the Committee may grant Limited Stock Appreciation Rights
under this Article VI. Limited Stock Appreciation Rights shall become
exercisable only in the event of a Change in Control, subject to such terms and
conditions as the Committee, in its sole discretion, may specify at grant. Such
Limited Stock Appreciation Rights shall be settled solely in cash. A Limited
Stock Appreciation Right shall entitle the holder of the related Stock Option to
surrender such Stock Option, or any portion thereof, to the extent unexercised,
in respect of the number of shares of Stock as to which such Limited Stock
Appreciation Right is exercised, and to receive a cash payment equal to the
difference between (a) the Stock Appreciation Right Fair Market Value (at the
date of surrender) of a share of Stock for which the surrendered Stock Option or
portion thereof is then exercisable, and (b) the price at which a Participant
could exercise a related Stock Option to purchase the share of Stock. Such Stock
Option shall, to the extent so surrendered, thereupon cease to be exercisable. A
Limited Stock Appreciation Right shall be subject to such further terms and
conditions as the Committee shall, in its sole discretion, deem
appropriate.


    
      
         


      

      
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    ARTICLE
VII

     

    INCIDENTS
OF STOCK OPTIONS AND STOCK RIGHTS 

     

    7.1         Each
Stock Option and Stock Right shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined by
the Committee, including any provisions as to continued employment as
consideration for the grant or exercise of such Stock Option or Stock Right and
any provisions which may be advisable to comply with applicable laws,
regulations or rulings of any governmental authority.

     

    7.2         An
Incentive Stock Option and its related Stock Right, if any, shall not be
transferable by the Participant other than by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the Participant
only by him or by his guardian or legal representative. A Nonqualified Stock
Option and its related Stock Right, if any, shall be subject to the
transferability and exercisability restrictions of the immediately preceding
sentence unless otherwise determined by the Committee, in its sole discretion,
and set forth in the applicable Award Agreement.

     

    7.3         Shares
of Stock purchased upon exercise of a Stock Option shall be paid for in such
amounts, at such times and upon such terms as shall be determined by the
Committee, subject to limitations set forth in the Stock Option Award Agreement.
Without limiting the foregoing, the Committee may establish payment terms for
the exercise of Stock Options which permit the Participant to deliver shares of
Stock (or other evidence of ownership of Stock satisfactory to the Company) with
a Fair Market Value equal to the exercise price of the Stock Option as
payment.

     

    7.4         No
cash dividends shall be paid on shares of Stock subject to unexercised Stock
Options.  To the extent consistent with the exemption for stock
options under the Section 409A regulations (if applicable), the Committee may
provide, however, that a Participant to whom a Stock Option has been granted
which is exercisable in whole or in part at a future time shall be entitled to
receive an amount per share equal in value to the cash dividends, if any, paid
per share on issued and outstanding Stock, as of the dividend record dates
occurring during the period between the date of the grant and the time each such
share of Stock is delivered pursuant to exercise of such Stock Option or the
related Stock Right. Such amounts (herein called "dividend equivalents") may, in
the discretion of the Committee, be:

     

    (a)           paid
in cash or Stock either from time to time prior to, or at the time of the
delivery of, such Stock, or upon expiration of the Stock Option if it shall not
have been fully exercised; or

     

    (b)           converted
into contingently credited shares of Stock (with respect to which dividend
equivalents may accrue) in such manner, at such value, and deliverable at such
time or times, as may be determined by the Committee. Such Stock (whether
delivered or contingently credited) shall be charged against the limitations set
forth in Section 3.6.

     

    7.5         The
Committee may, in its sole discretion consistent with Section 409A of the Code
(and any regulations thereunder), authorize payment of interest equivalents on
dividend equivalents which are payable in cash at a future
time.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    7.6         In
the event of death or Disability, the Committee, with the consent of the
Participant or his legal representative, may authorize payment, in cash or in
Stock, or partly in cash and partly in Stock, as the Committee may direct, of an
amount equal to the difference at the time between the Fair Market Value of the
Stock subject to a Stock Option and the exercise price of the Option in
consideration of the surrender of the Stock Option.

     

    7.7         If
a Participant is required to pay to the Company an amount with respect to income
and employment tax withholding obligations in connection with exercise of a
Nonqualified Stock Option and/or with respect to certain dispositions of Stock
acquired upon the exercise of an Incentive Stock Option, the Committee, in its
discretion and subject to such rules as it may adopt, may permit the Participant
to satisfy the obligation, in whole or in part, by making an irrevocable
election that a portion of the total Fair Market Value of the shares of Stock
subject to the Nonqualified Stock Option and/or with respect to certain
dispositions of Stock acquired upon the exercise of an Incentive Stock Option,
be paid in the form of cash in lieu of the issuance of Stock and that such cash
payment be applied to the satisfaction of the withholding obligations. The
amount to be withheld shall not exceed the statutory minimum Federal and State
income and employment tax liability arising from the Stock Option exercise
transaction.

     

    7.8         Subject
to the approval of the Company’s shareholders, the Committee may, to the extent
consistent with the exemption for stock options under the Section 409A
regulations (if applicable), permit the voluntary surrender of all or a portion
of any Stock Option granted under the Plan to be conditioned upon the granting
to the Participant of a new Stock Option for the same or a different number of
shares of Stock as the Stock Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Stock Option to such
Participant. Subject to the provisions of the Plan, such new Stock Option shall
be exercisable at the same price, during such period and on such other terms and
conditions as are specified by the Committee at the time the new Stock Option is
granted. Upon surrender, the Stock Options surrendered shall be canceled and the
shares of Stock previously subject to them shall be available for the grant of
Awards under the Plan.

     

    7.9         In
lieu of exercising Stock Options for cash, the Participant shall have the right
to exercise any Stock Option or any portion thereof (the "Cashless Exercise
Stock Option") into Common Stock as provided in this Section at any time or from
time to time during the period specified by the surrender of any Stock Option to
the Company with a duly executed and completed Exercise Form marked to reflect
cashless exercise. Upon exercise of the Cashless Exercise Stock Option with
respect to a particular number of shares subject to this Stock Option and noted
on the Exercise Form (the "Cashless Exercise Securities"), the Company shall
deliver to the Participant (without payment by the Participant of any Exercise
Price or any cash or other consideration) that  number of shares of
fully paid and nonassessable shares of Stock equal to the quotient obtained by
dividing (X) the value of this Stock Option (or the specified portion hereof) on
the Cashless Exercise Date, which value shall be determined by subtracting (A)
the aggregate Exercise Price of the Cashless Exercise Securities immediately
prior to the exercise of the Cashless Exercise Stock Option from (B) the
aggregate Fair Market Value of the Cashless Exercise Securities, by (Y) the Fair
Market Value of a share of the Stock.


    
      
         


      

      
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    ARTICLE
VIII

     

    RESTRICTED
STOCK

     

    8.1         Restricted
Stock Awards may be made to certain Participants as an incentive for the
performance of future services that will contribute materially to the successful
operation of the Company.  Awards of Restricted Stock may be made
either alone, in addition to or in conjunction with other Awards granted under
the Plan and/or cash payments made outside of the Plan.

     

    8.2         With
respect to Awards of Restricted Stock, the Committee shall:

     

    (a)           determine
the purchase price, if any, to be paid for such Restricted Stock, which may be
equal to or less than par value and may be zero, subject to such minimum
consideration as may be required by applicable law;

     

    (b)           determine
the length of the Restriction Period;

     

    (c)           determine
any restrictions applicable to the Restricted Stock such as service or
performance, other than those set forth in this Article VIII;

     

    (d)           determine
if the restrictions shall lapse as to all shares of Restricted Stock at the end
of the Restriction Period or as to a portion of the shares of Restricted Stock
in installments during the Restriction Period; and

     

    (e)           determine
if dividends and other distributions on the Restricted Stock are to be paid
currently to the Participant or withheld by the Company for the account of the
Participant.

     

    8.3         Awards
of Restricted Stock must be accepted within a period of sixty (60) days (or such
shorter periods as the Committee may specify at grant) after the date of the
Award of Restricted Stock, by executing a Restricted Stock Award Agreement and
paying whatever price (if any) is required.

     

    The
prospective recipient of a Restricted Stock Award shall not have any rights with
respect to such Award, unless such recipient has executed a Restricted Stock
Award Agreement and has delivered a fully executed copy thereof to the
Committee, and has otherwise complied with the applicable terms and conditions
of such Award.

     

    8.4         Except
when the Committee determines otherwise, or as otherwise provided in the
Restricted Stock Award Agreement, if a Participant terminates employment with
the Company for any reason before the expiration of the Restriction Period, all
shares of Restricted Stock still subject to restriction shall be forfeited by
the Participant and shall be reacquired by the Company.

     

    8.5         Except
as otherwise provided in this Article VIII, no shares of Restricted Stock
received by a Participant shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction
Period.


    
      
         


      

      
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    8.6         To
the extent not otherwise provided in a Restricted Stock Award Agreement, in
cases of death, Disability or Retirement or in cases of special circumstances,
the Committee, if it finds that a waiver would be appropriate, may elect to
waive any or all remaining restrictions with respect to such Participant's
Restricted Stock.

     

    8.7         In
the event of hardship or other special circumstances of a Participant whose
employment with the Company is involuntarily terminated (other than for cause),
the Committee may waive in whole or in part any or all remaining restrictions
with respect to any or all of the Participant's Restricted Stock, based on such
factors and criteria as the Committee may deem appropriate.

     

    8.8         The
certificates representing shares of Restricted Stock may either:

     

    (a)           be
held in custody by the Company until the Restriction Period expires or until
restrictions thereon otherwise lapse, and the Participant shall deliver to the
Company a stock power endorsed in blank relating to the Restricted Stock;
and/or

     

    (b)           be
issued to the Participant and registered in the name of the Participant, and
shall bear an appropriate restrictive legend and shall be subject to appropriate
stop-transfer orders.

     

    8.9         Except
as provided in this Article VIII, a Participant receiving a Restricted Stock
Award shall have, with respect to the shares of Restricted Stock covered by any
Award, all of the rights of a shareholder of the Company, including the right to
vote the shares to the extent, if any, such shares possess voting rights, and
the right to receive any dividends; provided, however, the Committee may, to the
extent consistent with Section 409A of the Code (and any regulations
thereunder), require that any dividends on such shares of Restricted Stock shall
be automatically deferred and reinvested in additional Restricted Stock subject
to the same restrictions as the underlying Award, or may require that dividends
and other distributions on Restricted Stock shall be withheld by the Company for
the account of the Participant. The Committee shall determine whether interest
shall be paid on amounts withheld, the rate of any such interest, and the other
terms applicable to such withheld amounts.

     

    8.10       If
and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock subject to such Restriction Period, unrestricted certificates
for such shares shall be delivered to the Participant.

     

    8.11       In
order to better ensure that Award grants actually reflect the performance of the
Company and the service of the Participant, the Committee may provide, in its
sole discretion, for a tandem performance-based or other Award designed to
guarantee a minimum value, payable in cash or Stock to the recipient of a
Restricted Stock Award, subject to such performance, future service, deferral
and other terms and conditions as may be specified by the Committee, consistent
(where applicable) with Section 409A of the Code (and any regulations
thereunder).


    
      
         


      

      
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    ARTICLE
IX

     

    DEFERRED
STOCK

     

    9.1         Shares
of Deferred Stock (together with cash dividend equivalents, if so determined by
the Committee) may be issued either alone or in addition to other Awards granted
under the Plan in the discretion of the Committee. The Committee shall determine
the individuals to whom, and the time or times at which, such Awards will be
made, the number of shares to be awarded, the price (if any) to be paid by the
recipient of a Deferred Stock Award, the time or times within which such Awards
may be subject to forfeiture, and all other conditions of the Awards. The
Committee may condition Awards of Deferred Stock upon the attainment of
specified performance goals or such other factors or criteria as the Committee
may determine. Any such Award that is subject to Section 409A of the Code shall
comply with the applicable deferral, distribution timing and other applicable
rules under Section 409A (and any regulations thereunder).

     

    9.2         Deferred
Stock Awards shall be subject to the following terms and
conditions:

     

    (a)           Subject
to the provisions of this Plan and the applicable Deferred Stock Award
Agreement, Deferred Stock Awards may not be sold, transferred, pledged, assigned
or otherwise encumbered during the Deferral Period. At the expiration of the
Deferral Period (or the Elective Deferral Period defined in Section 9.3), share
certificates shall be delivered to the Participant, or his legal representative,
in a number equal to the number of shares of Stock covered by the Deferred Stock
Award.  Notwithstanding the foregoing, based on service, performance
and/or such other factors or criteria as the Committee may determine, the
Committee, at or after the date of the grant, may accelerate the vesting of all
or any part of any Deferred Stock Award and/or waive the deferral limitations
for all or any part of such Deferred Stock Award.

     

    (b)           Unless
otherwise determined by the Committee, amounts equal to any dividends that would
have been payable during the Deferral Period with respect to the number of
shares of Stock covered by a Deferred Stock Award if such shares of Stock had
been outstanding shall be automatically deferred and deemed to be reinvested in
additional Deferred Stock, subject to the same deferral limitations as the
underlying Deferred Stock Award.

     

    (c)           Except
to the extent otherwise provided in this Plan or in the applicable Deferred
Stock Award Agreement, upon Termination of Employment during the Deferral Period
for a given Award, the Deferred Stock covered by such Award shall be forfeited
by the Participant; provided, however, the Committee may provide for accelerated
vesting in the event of Termination of Employment due to death, Disability or
Retirement, or in the event of hardship or other special circumstances as the
Committee deems appropriate.

     

    (d)           The
Committee may require that a designated percentage of the total Fair Market
Value of the shares of Deferred Stock held by one or more Participants be paid
in the form of cash in lieu of the issuance of Stock and that such cash payment
be applied to the satisfaction of the federal and state income and employment
tax withholding obligations that arise at the time the Deferred Stock becomes
free of all restrictions. The designated percentage shall be equal to the income
and employment tax withholding rate in effect at the time under federal and
applicable state laws.


    
      
         


      

      
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    (e)           The
Committee may provide one or more Participants subject to the mandatory cash
payment with an election to receive an additional percentage of the total value
of the Deferred Stock in the form of a cash payment in lieu of the issuance of
Deferred Stock. The additional percentage shall not exceed the difference
between fifty percent (50%) and the designated percentage cash
payment.

     

    (f)           The
Committee may impose such further terms and conditions on partial cash payments
with respect to Deferred Stock as it deems appropriate.

     

    9.3         A
Participant may elect to further defer receipt of Deferred Stock for a specified
period or until a specified event (the "Elective Deferral Period"), subject in
each case to the Committee's approval and to such terms as are determined by the
Committee consistent with Section 409A of the Code. Such election must be made
at such time as may be permitted under Section 409A (and any regulations
thereunder).  The deferral of any Award under this Section 9.3 shall
comply and be administered consistent with Section 409A. Notwithstanding
anything herein to the contrary, in no event will any deferral of any Award be
allowed if the Committee determines that the deferral would result in a
violation of the requirements of Section 409A for deferral elections and/or the
timing of payments. Any deferral election may be reformed by the Committee to
the extent necessary or appropriate to comply with the requirements of Section
409A.

     

    9.4         Each
Award shall be confirmed by, and subject to the terms of, a Deferred Stock Award
Agreement.

     

    9.5         In
order to better ensure that the Award actually reflects the performance of the
Company and the service of the Participant, the Committee may provide, in its
sole discretion consistent with Section 409A of the Code (where applicable), for
a tandem performance-based or other Award designed to guarantee a minimum value,
payable in cash or Stock to the recipient of a Deferred Stock Award, subject to
such performance, future service, deferral and other terms and conditions as may
be specified by the Committee.

     

    ARTICLE
X

     

    STOCK
AWARDS

     

    10.1       A
Stock Award shall be granted only in payment of compensation that has been
earned or as compensation to be earned, including, without limitation,
compensation awarded concurrently with or prior to the grant of the Stock
Award.

     

    10.2       For
the purposes of this Plan, in determining the value of a Stock Award, all shares
of Stock subject to such Stock Award shall be valued at not less than one
hundred percent (100%) of the Fair Market Value of such shares of Stock on the
date such Stock Award is granted, regardless of whether or when such shares of
Stock are issued or transferred to the Participant and whether or not such
shares of Stock are subject to restrictions which affect their
value.


    
      
         


      

      
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    10.3       Shares
of Stock subject to a Stock Award may be issued or transferred to the
Participant at the time the Stock Award is granted, or (to the extent consistent
with Section 409A of the code and any regulations thereunder) at any time
subsequent thereto, or in installments from time to time, as the Committee shall
determine. If any such issuance or transfer shall not be made to the Participant
at the time the Stock Award is granted, the Committee may provide for payment to
such Participant, either in cash or shares of Stock, from time to time or at the
time or times such shares of Stock shall be issued or transferred to such
Participant, of amounts not exceeding the dividends which would have been
payable to such Participant in respect of such shares of Stock (as adjusted
under Section 3.11) if such shares of Stock had been issued or transferred to
such Participant at the time such Stock Award was granted. Any issuance payable
in shares of Stock under the terms of a Stock Award, at the discretion of the
Committee, may be paid in cash on each date on which delivery of shares of Stock
would otherwise have been made, in an amount equal to the Fair Market Value on
such date of the shares of Stock which would otherwise have been
delivered.

     

    10.4       A
Stock Award shall be subject to such terms and conditions, including, without
limitation, restrictions on the sale or other disposition of the Stock Award or
of the shares of Stock issued or transferred pursuant to such Stock Award, as
the Committee shall determine; provided, however, that upon the issuance or
transfer of shares pursuant to a Stock Award, the Participant, with respect to
such shares of Stock, shall be and become a shareholder of the Company fully
entitled to receive dividends, to vote to the extent, if any, such shares
possess voting rights and to exercise all other rights of a shareholder except
to the extent otherwise provided in the Stock Award. Each Stock Award shall be
evidenced by a written Award Agreement in such form as the Committee shall
determine.

     

    ARTICLE
XI

     

    PERFORMANCE
SHARES

     

    11.1       Awards
of Performance Shares may be made to certain Participants as an incentive for
the performance of future services that will contribute materially to the
successful operation of the Company.  Awards of Performance Shares may
be made either alone, in addition to or in tandem with other Awards granted
under the Plan and/or cash payments made outside of the Plan.

     

    11.2       With
respect to Awards of Performance Shares, which may be issued for no
consideration or such minimum consideration as is required by applicable law,
the Committee shall:

     

    (a)           determine
and designate from time to time those Participants to whom Awards of Performance
Shares are to be made;

     

    (b)           determine
the performance period (the "Performance Period") and/or performance objectives
(the "Performance Objectives") applicable to such Awards;

     

    (c)           determine
the form of settlement of a Performance Share; and

     

    (d)           generally
determine the terms and conditions of each such Award. At any date, each
Performance Share shall have a value equal to the Fair Market Value, determined
as set forth in Section 2.15.


    
      
         


      

      
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    11.3       Performance
Periods may overlap, and Participants may participate simultaneously with
respect to Performance Shares for which different Performance Periods are
prescribed.

     

    11.4       The
Committee shall determine the Performance Objectives of Awards of Performance
Shares. Performance Objectives may vary from Participant to Participant and
between Awards and shall be based upon such performance criteria or combination
of factors as the Committee may deem appropriate, including for example, but not
limited to, minimum earnings per share or return on equity. To the extent that
the Committee would like the performance shares to be exempt from the Section
162(m) deduction limits, the Committee will need to select Performance Criteria
that is permitted to be utilized for such purpose.  If during the
course of a Performance Period there shall occur significant events which the
Committee expects to have a substantial effect on the applicable Performance
Objectives during such period, the Committee may revise such Performance
Objectives.

     

    11.5       The
Committee shall determine for each Participant the number of Performance Shares
which shall be paid to the Participant if the applicable Performance Objectives
are exceeded or met in whole or in part.

     

    11.6       If
a Participant terminates service with the Company during a Performance Period
because of death, Disability, Retirement or under other circumstances in which
the Committee in its discretion finds that a waiver would be appropriate, that
Participant, as determined by the Committee, may be entitled to a payment of
Performance Shares at the end of the Performance Period based upon the extent to
which the Performance Objectives were satisfied at the end of such period and
pro rated for the portion of the Performance Period during which the Participant
was employed by the Company; provided, however, the Committee may, in its sole
discretion, provide for an earlier payment in settlement of such Performance
Shares in such amount and under such terms and conditions as the Committee deems
appropriate or desirable. If a Participant terminates service with the Company
during a Performance Period for any other reason, then such Participant shall
not be entitled to any payment with respect to that Performance Period unless
the Committee shall otherwise determine.

     

    11.7       Each
Award of a Performance Share shall be paid in whole shares of Stock, or cash, or
a combination of Stock and cash as the Committee shall determine, with payment
to be made as soon as practicable after the end of the relevant Performance
Period.

     

    11.8       The
Committee shall have the authority to approve requests by Participants to defer
payment of Performance Shares on terms and conditions approved by the Committee
and set forth in a written Award Agreement between the Participant and the
Company entered into in advance of the time of receipt or constructive receipt
of payment by the Participant.


    
      
         


      

      
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    ARTICLE
XII

     

    OTHER
STOCK-BASED AWARDS

     

    12.1       Other
awards of Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Stock ("Other Stock-Based Awards"),
including, without limitation, convertible preferred stock, convertible
debentures, exchangeable securities, phantom stock and Stock awards or options
valued by reference to book value or performance, may be granted either alone or
in addition to or in tandem with Stock Options, Stock Rights, Restricted Stock,
Deferred Stock or Stock Awards granted under the Plan and/or cash awards made
outside of the Plan. Subject to the provisions of the Plan, the Committee shall
have authority to determine the Eligible Participants to whom and the time or
times at which such Awards shall be made, the number of shares of Stock subject
to such Awards, and all other conditions of the Awards. The Committee also may
provide for the grant of shares of Stock upon the completion of a specified
Performance Period. The provisions of Other Stock-Based Awards need not be the
same with respect to each recipient.

     

    12.2       Other
Stock-Based Awards made pursuant to this Article XII shall be subject to the
following terms and conditions:

     

    (a)           Subject
to the provisions of this Plan and the Award Agreement, shares of Stock subject
to Awards made under this Article XII may not be sold, assigned, transferred,
pledged or otherwise encumbered prior to the date on which the shares are
issued, or, if later, the date on which any applicable restriction, performance
or deferral period lapses.

     

    (b)           Subject
to the provisions of this Plan and the Award Agreement and unless otherwise
determined by the Committee at the time of the Award, the recipient of an Award
under this Article XII shall be entitled to receive, currently or on a deferred
basis, interest or dividends or interest or dividend equivalents with respect to
the number of shares covered by the Award, as determined at the time of the
Award by the Committee, in its sole discretion, and the Committee may provide
that such amounts (if any) shall be deemed to have been reinvested in additional
Stock or otherwise reinvested.

     

    (c)           Any
Award under this Article XII and any Stock covered by any such Award shall vest
or be forfeited to the extent so provided in the Award Agreement, as determined
by the Committee, in its sole discretion.

     

    (d)           Upon
the Participant's Retirement, Disability or death, or in cases of special
circumstances, the Committee may, in its sole discretion, waive in whole or in
part any or all of the remaining limitations imposed hereunder (if any) with
respect to any or all of an Award under this Article XII.

     

    (e)           Each
Award under this Article XII shall be confirmed by, and subject to the terms of,
an Award Agreement.

     

    (f)           Stock
(including securities convertible into Stock) issued on a bonus basis under this
Article XII may be issued for no cash consideration.

     

    (g)           Any
such Award that is subject to Section 409A of the Code shall comply with the
applicable deferral, distribution timing and other applicable rules under
Section 409A (and any regulations thereunder).


    
      
         


      

      
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    12.3       Other
Stock-Based Awards may include a phantom stock Award, which is subject to the
following terms and conditions:

     

    (a)           The
Committee shall select the Eligible Participants who may receive phantom stock
Awards. The Eligible Participant shall be awarded a phantom stock unit, which
shall be the equivalent to a share of Stock.

     

    (b)           Under
an Award of phantom stock, payment shall be made on the dates or dates as
specified by the Committee or as stated in the Award Agreement and phantom stock
Awards may be settled in cash, Stock, or some combination thereof; provided,
that if such Award is subject to Section 409A of the Code, it shall comply with
the applicable deferral, distribution timing and other applicable rules under
Section 409A (and any regulations thereunder).

     

    (c)           The
Committee shall determine such other terms and conditions of each Award as it
deems necessary in its sole discretion.

     

    ARTICLE
XIII

     

    ACCELERATION
EVENTS

     

    13.1       For
the purposes of the Plan, an Acceleration Event shall occur in the event of a
"Change in Control".

     

    13.2       A
"Change in Control" shall be deemed to have occurred if any of the following
shall occur:

     

    (a)           Any
person, entity or group of such (within the meaning of Treas. Reg. Section
1.409A-3(i)(5)(v)(B)) acquires ownership of stock of the Company that, together
with stock held by such person, entity or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of such Company,
as determined in accordance with Treas. Reg. Section 1.409A-3(i)(5)(v);
provided, that if such person, entity or group is considered either to own more
than 50% of the total fair market value or total voting power of the stock of
the Company, or to have effective control of the Company within the meaning of
subsection (b) below, any acquisition of additional stock by such person, entity
or group shall not be treated as a Change in Control.

    


    (b)           Any
person, entity or group of such (within the meaning of Treas. Reg. Section
1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person, entity or
group) ownership of stock of the Company possessing 30% or more of the total
voting power of the stock of such company. as determined in accordance with
Treas. Reg. Section 1.409A-3(i)(5)(vi); provided, that if a person or group is
considered to possess 30% or more of the total voting power of the stock of the
Company, and such person or group acquires additional stock of such corporation,
the acquisition of additional stock by such person or group shall not be
considered to cause a “change in the effective control” of such
corporation.

    


    (c)           A
majority of the members of the Company’s board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of such board of directors before the date of the
appointment or election, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(vi).


    
      
         


      

      
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    (d)           Any
person, entity or group of such (within the meaning of Treas. Reg. Section
1.409A-3(i)(5)(vii)(A)) acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person, entity or
group) assets from the Company that have a total gross fair market value equal
to or more than 90% of the total gross fair market value of all of the assets of
the Company immediately before such acquisition or acquisitions, as determined
in accordance with Treas. Reg. Section 1.409A-3(i)(5)(vii); provided, that a
transfer of assets shall not be treated as a Change in Control when such
transfer is made to a related entity, as determined in accordance with Treas.
Reg. Section 1.409A-3(i)(5)(vii)(B).

    


    (e)           Notwithstanding
anything to the contrary in this Section 13.2, a “Change in Control” shall not
include the following occurrences:

    (i) the direct or indirect distribution
of approximately 62,679,116 shares of Stock by the Company to the investors in
DubLi.com LLC as disclosed in the Company’s 10-Q for the quarter ended June 30,
2010, filed with the SEC on September 3, 2010; or

    (ii) the direct or indirect
distribution of approximately [158,492,420] shares of Stock held by Zen Holding
Group Limited (“Zen”) for the pecuniary benefit of persons other than Michael
Hansen, Betina Sorensen, Michel Saouma and Joseph Saouma.

    


    All
determinations under this Section 13.2 shall be made in accordance with Treas.
Reg. Section 1.409A-3(i)(5).

    


    13.3       Upon
the occurrence of an Acceleration Event, the Committee may, in its discretion,
declare that any amount of the then outstanding Performance Shares with respect
to which the applicable Performance Period has not been completed shall be paid
as soon as practicable as follows:

     

    (a)           all
Performance Objectives applicable to the Award of Performance Shares shall be
deemed to have been satisfied to the extent necessary to result in payment of
one hundred percent (100%) of the Performance Shares covered by the Award;
and

     

    (b)           the
applicable Performance Period shall be deemed to have ended on the date of the
Acceleration Event;

     

    (c)           the
payment to the Participant shall be the amount determined either by the
Committee, in its sole discretion, or in the manner stated in the Award
Agreement. This amount shall then be multiplied by a fraction, the numerator of
which is the number of full calendar months of the applicable Performance Period
that have elapsed prior to the date of the Acceleration Event, and the
denominator of which is the total number of months in the original Performance
Period; and

     

    (d)           upon
the making of any such payment, the Award Agreement as to which it relates shall
be deemed canceled and of no further force and effect.

     

    13.4       Upon
the occurrence of an Acceleration Event, the Committee, in its discretion, may
declare that any amount of the then outstanding Stock Options and Stock Rights
not previously exercisable and vested as immediately exercisable and fully
vested, in whole or in part.


    
      
         


      

      
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    13.5       Upon
the occurrence of an Acceleration Event, the Committee, in its discretion, may
declare the restrictions applicable to Awards of Restricted Stock, Deferred
Stock or Other Stock- Based Awards to have lapsed, in which case the Company
shall remove all restrictive legends and stop-transfer orders applicable to the
certificates for such shares of Stock, and deliver such certificates to the
Participants in whose names they are registered.

     

    13.6       The
value of all outstanding Stock Option, Stock Rights, Restricted Stock, Deferred
Stock, Performance Shares, Stock Awards and Other Stock-Based Awards, in each
case to the extent vested, shall, unless otherwise determined by the Committee
in its sole discretion at or after grant but prior to any Change in Control, be
cashed out on the basis of the "Change in Control Price," as defined in Section
13.7 as of the date such Change in Control is determined to have occurred or
such other date as the Committee may determine prior to the Change in
Control.

     

    13.7       For
purposes of Section 13.7, "Change in Control Price" means the highest price per
share of Stock paid in any sale reported on a national exchange or quoted on
Nasdaq or the Bulletin Board, or paid or offered in any bona fide transaction
related to a Potential or actual Change in Control of the Company at any time
during the sixty (60) day period immediately preceding the occurrence of the
Change in Control, in each case as determined by the Committee except that, in
the case of Incentive Stock Options and Stock Appreciation Rights (or Limited
Stock Appreciation Rights) relating to such Incentive Stock Options, such price
shall be based only on transactions reported for the date on which the
Participant exercises such Stock Appreciation Rights (or Limited Stock
Appreciation Rights).  Notwithstanding the foregoing, Fair Market
Value on the date of exercise shall be used for any Award, the use of any other
value for which would result in the imposition of the income taxes and penalties
under Section 409A of the Code.

     

    13.8       Notwithstanding
the foregoing, the time for payment of any Award subject to Section 409A of the
Code shall not be accelerated or otherwise changed under this Article to the
extent such acceleration or other change would be contrary to the payment timing
or other rules under Section 409A (or any regulations thereunder).

     

    ARTICLE
XIV

     

    AMENDMENT
AND TERMINATION 

     

    14.1       The
Board, upon recommendation of the Committee, or otherwise, at any time and from
time to time, may amend or terminate the Plan as may be necessary or desirable
to implement or discontinue this Plan or any provision thereof. No amendment,
without approval by the Company's shareholders, shall:

     

    (a)           alter
the group of persons eligible to participate in the Plan;

     

    (b)           except
as provided in Sections 3.6 and 3.11, increase the maximum number of shares of
Stock or Stock Options or Stock Rights which are available for Awards under the
Plan or increase the maximum number of shares with respect to which Stock
Options or Stock Rights may be granted to any employee under the
Plan;

     

    (c)           extend
the period during which Incentive Stock Option Awards may be granted beyond
September 30, 2020;


    
      
         


      

      
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    (d)           limit
or restrict the powers of the Board and the Committee with respect to the
administration of this Plan;

     

    (e)           eliminate
the requirement that the Company obtain the approval of its shareholders prior
to the Committee exercising the rights set forth in Section 7.8
hereof;

     

    (f)           change
any of the provisions of this Article XIV.

     

    14.2       No
amendment to or discontinuance of this Plan or any provision thereof by the
Board or the shareholders of the Company shall, without the written consent of
the Participant, adversely affect, as shall be determined by the Committee, any
Award theretofore granted to such Participant under this Plan; provided,
however, the Committee retains the right and power to:

     

    (a)           annul
any Award if the Participant competes against the Company or any Subsidiary or
is terminated for cause as determined by the Committee;

     

    (b)           provide
for the forfeiture of shares of Stock or other gain under an Award as determined
by the Committee for competing against the Company or any Subsidiary;
and

     

    (c)           convert
any outstanding Incentive Stock Option to a Nonqualified Stock
Option.

     

    14.3       If
an Acceleration Event has occurred, no amendment or termination shall impair the
rights of any person with respect to an outstanding Award as provided in Article
XIII.

     

    ARTICLE
XV

     

    MISCELLANEOUS
PROVISIONS

     

    15.1       Nothing
in the Plan or any Award granted hereunder shall confer upon any Participant any
right to continue in the employ of the Company (or to serve as a director
thereof) or interfere in any way with the right of the Company to terminate his
or her employment at any time. Unless specifically provided otherwise, no Award
granted under the Plan shall be deemed salary or compensation for the purpose of
computing benefits under any employee benefit plan or other arrangement of the
Company or its Subsidiaries for the benefit of its employees unless the Company
shall determine otherwise. No Participant shall have any claim to an Award until
it is actually granted under the Plan. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall,
except as otherwise provided by the Committee, be no greater than the right of
an unsecured general creditor of the Company. All payments to be made hereunder
shall be paid from the general funds of the Company, and no special or separate
fund shall be established and no segregation of assets shall be made to assure
payment of such amounts, except as provided in Article VIII with respect to
Restricted Stock and except as otherwise provided by the
Committee.


    
      
         


      

      
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    15.2       The
Company may make such provisions and take such steps as it may deem necessary or
appropriate for the withholding of any taxes which the Company or any Subsidiary
is required by any law or regulation of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any
Stock Option or the exercise thereof, any Stock Right or the exercise thereof,
or in connection with any other type of equity- based compensation provided
hereunder or the exercise thereof, including, but not limited to, the
withholding of payment of all or any portion of such Award or (to the extent
consistent with Section 409A of the Code) another Award under this Plan until
the Participant reimburses the Company for the amount the Company is required to
withhold with respect to such taxes, or canceling any portion of such Award or
(to the extent consistent with Section 409A) another Award under this Plan in an
amount sufficient to reimburse itself for the amount it is required to so
withhold, or (to the extent consistent with Section 409A) selling any property
contingently credited by the Company for the purpose of paying such Award or
another Award under this Plan, in order to withhold or reimburse itself for the
amount it is required to so withhold.

     

    15.3       The
Plan and the grant of Awards shall be subject to all applicable federal and
state laws, rules, and regulations and to such approvals by any government or
regulatory agency as may be required. Any provision herein relating to
compliance with Rule 16b-3 under the Act shall not be applicable with respect to
participation in the Plan by Participants who are not subject to Section 16(b)
of the Act.

     

    15.4       The
terms of the Plan shall be binding upon the Company, its Subsidiaries, and their
successors and assigns.

     

    15.5       Neither
a Stock Option, Stock Right, nor any other type of equity-based compensation
provided for hereunder, shall be transferable except as provided for herein. If
any Participant makes such a transfer in violation hereof, any obligation of the
Company shall forthwith terminate.

     

    15.6       This
Plan and all actions taken hereunder shall be governed by the laws of the State
of Florida, except to the extent preempted by ERISA.

     

    15.7       The
Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver shares of
Stock or payments in lieu of or with respect to Awards hereunder; provided,
however, that, unless the Committee otherwise determines with the consent of the
affected Participant, the existence of such trusts or other arrangements is
consistent with the "unfunded" status of the Plan.

     

    15.8       Each
Participant exercising an Award hereunder agrees to give the Committee prompt
written notice of any election made by such Participant under Section 83(b) of
the Code, or any similar provision thereof.

     

    15.9       If
any provision of this Plan or an Award Agreement is or becomes or is deemed
invalid, illegal or unenforceable in any jurisdiction, or would disqualify the
Plan or any Award Agreement under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to applicable
laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award Agreement, it shall be stricken and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.


    
      
         


      

      
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    15.10     All
Awards shall, to extent applicable, comply and be administered in accordance
with the rules and requirements of Section 409A of the
Code.  Notwithstanding any other provision of the Plan, the Committee
may take such actions as it deems necessary or appropriate to ensure that any
Award comply with or be exempt from Section 409A and may interpret this Plan in
any manner necessary to ensure that Awards comply with or are exempt from
Section 409A.  In the event that the Committee determines that an
Award should comply with or be exempt from Section 409A and that a Plan
provision or Award Agreement provision is necessary to ensure that such Award
complies with or is exempt from Section 409A o the Code, such provision shall be
deemed included in the Plan or such Award Agreement.  The Committee
may also unilaterally reform any Agreement to the extent necessary to comply
with Section 409A.

     

    15.11     In
the event that a Participant is a “specified employee” within the meaning of
Section 409A (as determined by the Company or its delegate), any payment
required under this Plan that is subject to Section 409A and is payable upon
Termination of Employment, shall not be made or begin until the expiration of
the 6-month period following the Participant’s Termination of
Employment.

    


    
      
        
          	
                  MEDIANET
      GROUP TECHNOLOGIES, INC.

                
	 
      
	
                  By:  

                	 
      
	 
      	
                  Michael
      Hansen, CEO

                


        

      

    

    


    
      
        	
                ATTEST:

              
	 
      
	
                (Corporate
      Seal)

              
	 
      
	
                       

              
	
                Andreus
      Kusche, Secretary

              


      

    


    
      
         


      

      
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