**Exhibit 10.13****BROOKE CAPITAL CORPORATION****2007 EQUITY INCENTIVE PLAN****(as amended by Stockholders vote on November 5, 2007)**     **1. Purposes.**The purposes of this Brooke Capital Corporation 2007 Equity Incentive Plan areto provide incentives and rewards to those employees and directors largely responsible for thesuccess and growth of Brooke Capital Corporation and its direct and indirect subsidiaries, to alignmore closely the interests of such persons with those of Brooke Capital Corporation’s shareholders,and to assist Brooke Capital Corporation and its direct and indirect subsidiaries in attracting,retaining and motivating directors, executives and other key employees with experience and ability.     **2. Definitions.**     (a) ***Award***means one or more of the following: Restricted Shares, Stock Options, IncentiveStock Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted ShareUnits, and any other rights which may be granted to a Recipient under the Plan.     (b) ***Committee***means the Compensation Committee described in Section 3.     (c) ***Common Stock***means the Common Stock, $0.01 par value, of Brooke Capital Corporation.     (d) ***Company***means Brooke Capital Corporation, a Kansas corporation, and, unless the contextotherwise requires, includes its “subsidiary corporations” (as defined in Section 424(f) of theInternal Revenue Code) and its and their respective divisions, departments and subsidiaries and therespective divisions, departments and subsidiaries of such subsidiaries.     (e) ***Fair Market Value***of a share of Common Stock as of a given date shall be the average ofthe daily market price for the 10 consecutive trading days immediately preceding the valuationdate. The market price for each such trading day shall be: (i) if the shares of Common Stock arelisted or admitted to trading on any securities exchange or the NASDAQ National Market System, theclosing price, regular way, on such day, or if no such sale takes place on such day, the average ofthe closing bid and asked prices on such day, (ii) if the shares of Common Stock are not listed oradmitted to trading on any securities exchange or the NASDAQ National Market System, the lastreported sale price on such day or, if no sale takes place on such day, the average of the closingbid and asked prices on such day, as reported by a reliable quotation source designated by theCompany, or (iii) if the shares of Common Stock are not listed or admitted to trading on anysecurities exchange or the NASDAQ National Market System and no such last reported sale price orclosing bid and asked prices are available, the average of the reported high bid and low askedprices on such day, as reported by a reliable quotation source designated by the Company, or ifthere shall be no bid and asked prices on such day, the average of the high bid and the low askedprices, as so reported, on the most recent day (not more than 10 days prior to the date inquestion) for which prices have been so reported; provided (iv) that if there are no bid and askedprices reported during the 10 days prior to the date in question, the Fair Market Value of theshares of Common Stock shall be determined by the Committee acting in good faith on the basis ofsuch quotations and other information as it considers, in its absolute discretion, appropriate.The preceding notwithstanding, in the event that the Common Stock is not readily tradable on anestablished securities market, the Committee shall determine the Fair Market Value of a share ofCommon Stock in accordance with the requirements of Internal Revenue Code Section 409A and theregulations promulgated thereunder.     (f) ***Incentive Stock Option***means a Stock Option which meets all of the requirements of an“incentive stock option” as defined in Section 422(b) of the Internal Revenue Code.
 

 
     (g) ***Internal Revenue Code***means the Internal Revenue Code of 1986, as now in effect orhereafter amended.     (h) ***Performance Period***means that period of time specified by the Committee during which aRecipient must satisfy any designated performance goals in order to receive an Award.     (i) ***Performance Share***means the right to receive, upon satisfying designated performance goalswithin a Performance Period, shares of Common Stock, cash, or a combination of cash and shares ofCommon Stock, based on the market value of shares of Common Stock covered by such PerformanceShares at the close of the Performance Period.     (j) ***Performance Unit***means the right to receive, upon satisfying designated performance goalswithin a Performance Period, shares of Common Stock, cash, or a combination of cash and shares ofCommon Stock.     (k) ***Plan***means this Brooke Capital Corporation 2007 Equity Incentive Plan, as the same may beamended from time to time.     (l) ***Recipient***means an employee or a member of the Board of Directors of the Company who hasbeen granted an Award under the Plan.     (m) ***Restricted Share***means a share of Common Stock issued to a Recipient hereunder subject tosuch terms and conditions, including, without limitation, forfeiture or resale to the Company, andto such restrictions against sale, transfer or other disposition, as the Committee may determine atthe time of issuance.     (n) ***Restricted Share Unit*****m**eans the right to receive an amount, payable in shares of CommonStock, cash or a combination of cash and shares of Common Stock, based on the Fair Market Value ofa specified number of shares of Common Stock, subject to such terms and conditions, including,without limitation, forfeiture, and to such restrictions against sale, transfer or otherdisposition, as the Committee may determine at the time of issuance.     (o) ***Stock Appreciation Right***means the right to receive, upon exercise of a stock appreciationright granted under this Plan, shares of Common Stock, cash, or a combination of cash and shares ofCommon Stock, based on the increase in the market value of the shares of Common Stock covered bysuch stock appreciation right from the initial day of the Performance Period for such stockappreciation right to the date of exercise.     (p) ***Stock Option***means the right to purchase, upon exercise of a stock option granted underthis Plan, shares of the Company’s Common Stock.     **3. Administration of the Plan.**The Plan shall be administered by the Compensation Committeeof the Board of Directors of Brooke Capital Corporation which shall consist of directors of theCompany who are (a) non-employee directors, as defined in Rule 16b 3 of the Securities and ExchangeAct of 1934 and any rules and regulations of the principal securities exchange on which CommonStock is listed or quoted, and (b) outside directors, as defined in the regulations under Section162(m) of the Internal Revenue Code, to be appointed by and to serve at the pleasure of such Boardof Directors. A majority of the Committee members shall constitute a quorum and the acts of amajority of the members present at any meeting at which a quorum is present, or acts approved inwriting by a majority of the Committee, shall be valid acts of the Committee, however designated,or the Board of Directors of the Company if the Board has not appointed a Committee.     The Committee shall have full power and authority to construe, interpret and administer thePlan and, subject to the powers herein specifically reserved to the Board of Directors and subjectto the other provisions of this Plan, to make determinations which shall be final, conclusive andbinding upon all persons including, without limitation, the Company, the shareholders of theCompany, the Board of Directors, the Recipients and any persons having any interest in any Awardswhich may be granted under the Plan. The Committee shall impose such additional conditions uponthe grant and exercise of Awards under this Plan as may from time to time be deemed
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necessary or advisable, in the opinion of counsel to the Company, to comply with applicablelaws and regulations. The Committee from time to time may adopt rules and regulations for carryingout the Plan and written policies for implementation of the Plan. Such policies may include, butneed not be limited to, the type, size and terms of Awards to be made to Recipients and theconditions for payment of such Awards.     **4. Absolute Discretion.**The Committee may, in its sole and absolute discretion, at any timeand from time to time during the continuance of the Plan, (i) determine which employees anddirectors of the Company shall be granted Awards under the Plan, (ii) grant to any employee ordirector so selected such an Award, (iii) determine the type, size and terms of Awards to begranted (subject to Sections 6, 10 and 11 hereof), (iv) establish objectives and conditions forreceipt of Awards, (v) place conditions or restrictions on the payment or exercise of Awards, and(vi) do all other things necessary and proper to carry out the intentions of this Plan; provided,however, that, in each and every case, those Awards which are Incentive Stock Options shall containand be subject to those requirements specified in Section 422 of the Internal Revenue Code andshall be granted only to those employees eligible thereunder to receive the same.     **5. Eligibility.**Awards may be granted to any employee or director of the Company. Nodirector who is not an employee of the Company shall be eligible for grants of Incentive StockOptions under the Plan. An employee or director may be granted multiple forms of Awards under thePlan. Incentive Stock Options may be granted under the Plan to a Recipient during any calendaryear only if the aggregate Fair Market Value (determined as of the date the Incentive Stock Optionis granted) of Common Stock with respect to which Incentive Stock Options are exercisable for thefirst time by such Recipient during any calendar year under the Plan and any other “incentive stockoption plans” (as defined in the Internal Revenue Code) maintained by the Company does not exceedthe sum of $100,000.     **6. Stock Subject to the Plan.**The total number of shares of Common Stock issuable under thisPlan may not at any time exceed 2,400,000 shares, subject to adjustment as provided herein. All ofsuch shares may be issued or issuable in connection with the exercise of Incentive Stock Options.Shares of Common Stock not actually issued pursuant to an Award shall be available for futureAwards. Shares of Common Stock to be delivered or purchased under the Plan may be eitherauthorized but unissued Common Stock or treasury shares.     **7. Awards.**     (a) Awards under the Plan may include, but need not be limited to, Restricted Shares, StockOptions, Incentive Stock Options, Stock Appreciation Rights, Performance Shares, Performance Unitsand Restricted Share Units. The amount of each Award may be based upon the market value of a shareof Common Stock. The Committee may make any other type of Award which it shall determine isconsistent with the objectives and limitations of the Plan.     (b) The Committee may establish performance goals to be achieved within such PerformancePeriods as may be selected by it using such measures of the performance of the Company as it mayselect as a condition to the receipt of any Award.     **8. Vesting Requirements.**The Committee may determine that all or a portion of an Award or apayment to a Recipient pursuant to an Award, in any form whatsoever, shall be vested at such timesand upon such terms as may be selected by it.     **9. Deferred Payments and Interest Equivalents.**     (a) The Committee may determine that the receipt of all or a portion of an Award or a paymentto a Recipient pursuant to an Award, in any form whatsoever, shall be deferred. Deferrals shall befor such periods and upon such terms as the Committee may determine. The precedingnotwithstanding, any such deferral subject to the requirements of Section 409A of the InternalRevenue Code must be made in writing at least twelve (12) months prior to the date on which theAward would otherwise be paid under the terms of this Plan and the award contract, and the paymentof such amounts must be postponed for a period of at least five (5) years after the date on which
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such amounts would otherwise be paid under the terms of this Plan and the award contract. Anysuch election to change the form of payment or to postpone the time when the Award will be paidshall be irrevocable and shall not be effective until twelve (12) months after being so made by theCommittee.     (b) The Committee may authorize, in its sole and absolute discretion, payment of an amountwhich a Recipient would have received in interest on any Award payable at a future time in cashduring the period from the date of the Award to the date of payment.     **10. Stock Option Price.**The purchase price per share of Common Stock under each Stock Optionshall be determined by the Committee, but shall not be less than the Fair Market Value of one shareof Common Stock on the date the Stock Option or Incentive Stock Option is granted. Payment forexercise of any Stock Option granted hereunder shall be made (a) in cash, or (b) by delivery ofCommon Stock having a market value equal to the aggregate option price, or (c) by a combination ofpayment of cash and delivery of Common Stock in amounts such that the amount of cash plus themarket value of the Common Stock equals the aggregate option price.     **11. Stock Appreciation Right Value.**The base value per share of Common Stock covered by anAward in the form of a Stock Appreciation Right shall be the Fair Market Value of one share ofCommon Stock on the date the Award is granted.     **12. Continuation of Employment.**The Committee may require that a Recipient be an employee ordirector of the Company at the time an Award is paid or exercised. The Committee may provide forthe termination of an outstanding Award if a Recipient ceases to be an employee or director of theCompany and may establish such other provisions with respect to the termination or disposition ofan Award on the death, retirement, other termination of employment, or other termination of serviceas a director of a Recipient as it, in its sole discretion, deems advisable. The Committee shallhave the sole power to determine the date of any circumstances which shall constitute a cessationof employment or cessation of service as a director and to determine whether such cessation is theresult of retirement, death or any other reason.     **13. Registration of Stock.**Each Award shall be subject to the requirement that, if at anytime the Committee shall determine that qualification or registration under any state or federallaw of the Restricted Shares, Stock Options, Incentive Stock Options, other Awards, or othersecurities thereby covered or subject to an Award, or the consent or approval of any governmentalregulatory body, is necessary or desirable as a condition of or in connection with the granting ofsuch Award or the purchase of shares thereunder, the Award may not be paid or exercised in whole orin part unless and until such qualification, registration, consent or approval shall have beeneffected or obtained free of any conditions the Committee, in its discretion, deems unacceptable.     **14. No Repricing.**Except for adjustments made pursuant to Section 17, or by reason of thematters referred to in Section 18, the exercise or purchase price under any outstanding Awardgranted under the Plan may not be decreased after the date of grant, nor may any outstanding Awardgranted under the Plan be surrendered to the Company as consideration for the grant of a new Awardwith a lower exercise or purchase price in the absence of the approval of the holders of a majorityof the shares of Common Stock of the Company present in person or by proxy at a duly constitutedmeeting of shareholders of the Company.     **15. No Obligation to Employ or Grant Awards.**No Award shall be construed as imposing upon theCompany the obligation to continue the employment of a Recipient or any other relationship of aRecipient with the Company. No employee, director or other person shall have any claim or right tobe granted an Award under the Plan.     **16. Assignability.**No Award granted pursuant to the Plan shall be transferable or assignableby the Recipient other than by will or the laws of descent and distribution and during the lifetimeof the Recipient shall be exercisable or payable only by or to him or her.     **17. Dilution or Other Adjustments.**In the event of any changes in the capital structure ofthe Company, including, but not limited to, a change resulting from a stock dividend or split-up,or combination or
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reclassification of shares, the Board of Directors shall make such equitable adjustments withrespect to Awards or any provisions of this Plan as it deems necessary and appropriate, including,if necessary, any adjustment in the maximum number of shares of Common Stock subject to the Plan orthe number of shares of Common Stock subject to an outstanding Award.     **18. Merger, Consolidation, Reorganization, Liquidation, Etc.**If the Company shall become aparty to any corporate merger, consolidation, major acquisition of property for stock,reorganization, or liquidation, the Board of Directors shall make such arrangements it deemsadvisable with respect to outstanding Awards, which shall be binding upon the Recipients ofoutstanding Awards, including, but not limited to, the substitution of new Awards for any Awardsthen outstanding, the assumption of any such Awards and the termination of or payment for suchAwards. However, no such substitution, assumption, termination or payment shall be made in amanner that will cause amounts deferred to become taxable under Code Section 409A.     **19. Withholding Taxes.**The Company shall have the right to deduct from all Awards hereunderpaid in cash any federal, state, local or foreign taxes required by law to be withheld with respectto such Awards and, with respect to Awards paid in other than cash, to require the payment (throughwithholding from the Recipient’s salary or otherwise) of any such taxes. Subject to suchconditions as the Committee may establish, Awards payable in shares of Common Stock, or in the formof an Incentive Stock Option or Stock Option, may provide that the Recipients thereof may elect, inaccordance with any applicable regulations, to satisfy all or any part of the tax required to bewithheld by the Company in connection with such Award, or the exercise of such Incentive StockOption or Stock Option, by electing to have the Company withhold a number of shares of Common Stockawarded, or purchased pursuant to such exercise, having a Fair Market Value on the date the taxwithholding is required to be made equal to or less than the amount required to be withheld.     **20. Notice of Disqualifying Disposition.**If a Recipient sells or otherwise disposes of anyshares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option on or beforethe later of (a) the date two years after the date of grant of such Incentive Stock Option, and (b)the date one year after the exercise of such Incentive Stock Option, the Company may require theRecipient to immediately notify the Company in writing of such sale or other disposition.     **21. Costs and Expenses.**The cost and expenses of administering the Plan shall be borne by theCompany and not charged to any Award or to any Recipient.     **22. Funding of Plan.**The Plan shall be unfunded. The Company shall not be required toestablish any special or separate fund or to make any other segregation of assets to assure thepayment of any Award under the Plan.     **23. Award Contracts; Rights as a Shareholder.**The Committee shall have the power to specifythe form of Award contracts to be granted from time to time pursuant to and in accordance with theprovisions of the Plan and such contracts shall be final, conclusive and binding upon the Company,the shareholders of the Company and the Recipients. No Recipient shall have or acquire any rightsunder the Plan except such as are evidenced by a duly executed contract in the form thus specified.No Recipient shall have any rights as a holder of Common Stock with respect to Awards hereunderunless and until certificates for shares of Common Stock or Restricted Shares are issued to theRecipient.     **24. Guidelines.**The Board of Directors of the Company shall have the power to provideguidelines for administration of the Plan by the Committee and to make any changes in suchguidelines as from time to time the Board deems necessary.     **25. Amendment and Discontinuance.**Subject to the limitations imposed by Code Section 409A ofthe Internal Revenue Code, the Board of Directors of the Company shall have the right at any timeduring the continuance of the Plan to amend, modify, supplement, or suspend the Plan. The Board,however, shall not amend the Plan in a manner that will cause amounts deferred to become taxableunder Code Section 409A. In the absence of the approval of the holders of a majority of the sharesof Common Stock of the Company present in person or by
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proxy at a duly constituted meeting of shareholders of the Company, no action of such Board ofDirectors may be taken that would otherwise require such shareholder approval as a matter ofapplicable law, regulation or rule, and no such amendment, modification or supplement shall (i)increase the aggregate number of shares which may be issued under the Plan, unless such increase isby reason of any change in capital structure referred to in Section 17 hereof, (ii) change theexpiration date of the Plan provided in Section 26, (iii) delete or amend the market valuerestrictions contained in Sections 10 and 11 hereof, or (iv) materially increase the benefitsaccruing to participants under the Plan and provided further, that no amendment, modification, ortermination of the Plan shall in any manner affect any Award of any kind theretofore granted underthe Plan without the consent of the Recipient of the Award, unless such amendment, modification ortermination is by reason of any change in capital structure referred to in Section 17 hereof orunless the same is by reason of the matters referred to in Section 18 hereof. Notwithstanding theabove, the Board of Directors may, at any time and in its sole discretion, terminate the Plan, solong as (i) the termination does not occur proximate to a downturn in the financial health of theCompany, (ii) the Board terminates all agreements, methods, programs, and other arrangements thatwould be aggregated with the Plan under Code Section 409A, (iii) no payment other than those thatare payable in the absence of a plan termination shall be paid within twelve (12) months aftertermination of the Plan, (iv) all payments are made within twenty-four (24) months aftertermination of the Plan, and (v) the Company does not establish a new plan that would be aggregatedwith the terminated Plan within three (3) years after the termination of the Plan. The Board ofDirectors shall have the sole right to amend the Plan to the extent necessary to comply with therequirements of Code Section 409A.     **26. Expiration.**The Committee may grant Awards at any time prior to the tenth anniversary ofthe effective date of this Plan, on which anniversary date this Plan will expire except as toAwards then outstanding hereunder, which Awards shall remain in effect until they have expiredaccording to their terms or until the twentieth anniversary of this Plan’s effective date,whichever first occurs. No Incentive Stock Option shall be exercisable later than 10 yearsfollowing the date it is granted.     **27. Effective Upon Approval.**This 2007 Equity Incentive Plan shall take effect upon priorapproval by the shareholders of Brooke Capital Corporation.       **BROOKE CAPITAL CORPORATION**       By: /s/ Robert D. Orr       Name: Robert D. Orr  Title: Chief Executive Officer and President
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