EXHIBIT
10.5

     

    2010
STOCK INCENTIVE PLAN

    (as
amended through September 14, 2010)

    


    1.           Purpose.  The
purpose of the 2010 Stock Incentive Plan (the “Plan”) of Standard Gold, Inc.
(the “Company”) is to increase stockholder value and to advance the interests of
the Company by furnishing a variety of economic incentives (“Incentives”)
designed to attract, retain and motivate employees, certain key consultants and
directors of the Company.  Incentives may consist of opportunities to
purchase or receive shares of Common Stock, $.001 par value, of the Company
(“Common Stock”) or other incentive awards on terms determined under this
Plan.

     

    2.           Administration.

     

    2.1           Administration by
Committee.  The Plan shall be administered by the board of
directors of the Company (the “Board of Directors”) or by a stock option or
compensation committee (the “Committee”) of the Board of
Directors.  The Committee shall consist of not less than two directors
of the Company and shall be appointed from time to time by the Board of
Directors.  Each member of the Committee shall be (a) a “non-employee
director” within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934 (including the regulations promulgated thereunder, the “1934 Act”) (a
“Non-Employee Director”), and (b) shall be an “outside director” within the
meaning of Section 162(m) under the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations promulgated thereunder.  The
Committee shall have complete authority to award Incentives under the Plan, to
interpret the Plan, and to make any other determination which it believes
necessary and advisable for the proper administration of the
Plan.  The Committee’s decisions and matters relating to the Plan
shall be final and conclusive on the Company and its participants. If at any
time there is no stock option or compensation committee, the term “Committee”,
as used in the Plan, shall refer to the Board of Directors.

     

    2.2           Delegation of
Authority.  The Company’s Chief Executive Officer may, on a
discretionary basis and without Committee review or approval, grant options to
purchase up to 50,000 shares each to new employees of the Company who are not
officers of the Company.  Such discretionary option grants shall not
exceed 150,000 shares in total in any fiscal year.  Subject to the
foregoing limitations, the Chief Executive Officer shall determine from time to
time (a) the new employees to whom grants will be made, (b) the number of shares
to be granted, and (c) the terms and provisions of each option (which need not
be identical).

     

    3.           Eligible
Participants.  Officers of the Company, employees of the
Company or its subsidiaries, members of the Board of Directors, and consultants
or other independent contractors who provide services to the Company or its
subsidiaries shall be eligible to receive Incentives under the Plan when
designated by the Committee.  Participants may be designated
individually or by groups or categories (for example, by pay grade) as the
Committee deems appropriate.  Participation by officers of the Company
or its subsidiaries and any performance objectives relating to such officers
must be approved by the Committee.  Participation by others and any
performance objectives relating to others may be approved by groups or
categories (for example, by pay grade) and authority to designate participants
who are not officers and to set or modify such targets may be
delegated.

     

    4.           Types of
Incentives.  Incentives under the Plan may be granted in any
one or a combination of the following forms:  (a) incentive stock
options and non-statutory stock options (Section 6); (b) stock appreciation
rights (“SARs”) (Section 7); (c) stock awards (Section 8); and (d) restricted
stock (Section 8).  Subject to the specific limitations provided in
this Plan, payment of Incentives may be in the form of cash, Common Stock or
combinations thereof as the Committee shall determine, and with such other
restrictions as it may impose.


    
      
         


      

      
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    5.           Shares Subject to the
Plan.

     

    5.1           Number of
Shares.  Subject to adjustment as provided in Section 9.6, the
number of shares of Common Stock which may be issued under the Plan shall not
exceed 3,000,000 shares of Common Stock.  Shares of Common Stock that
are issued under the Plan or are subject to outstanding Incentives will be
applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan.  Any shares of Common Stock
subject to SARs granted under this Plan shall be counted in full against the
3,000,000 share
limit, regardless of the number of shares of Common Stock actually issued upon
the exercise of such SARs.

     

    5.2           Cancellation.  If
a stock option or SAR granted hereunder expires or is terminated or canceled
unexercised as to any shares of Common Stock, such shares may again be issued
under the Plan either pursuant to stock options, SARs or
otherwise.  If shares of Common Stock are issued as restricted stock
or pursuant to a stock award and thereafter are forfeited or reacquired by the
Company pursuant to rights reserved upon issuance thereof, such forfeited and
reacquired shares may again be issued under the Plan, either as restricted
stock, pursuant to stock awards or otherwise.  The Committee may also
determine to cancel, and agree to the cancellation of, Incentives in order to
make a participant eligible for the grant of an Incentive at a lower exercise
price than the Incentive to be canceled; provided, however, that the substituted
Incentive must satisfy or be exempt from the requirements of Code Section 409A,
including the rules and regulations thereunder (together, “Code Section
409A”).

     

    5.3           Type of Common
Stock.  Common Stock issued under the Plan in connection with
Incentives shall be authorized and unissued shares.

     

    5.4           Limitation on Certain
Grants.  No person shall receive grants of stock options and
SARs under the Plan that exceed, in the aggregate, 1,000,000 shares during any
one fiscal year of the Company.

     

    6.           Stock
Options.  A stock option is a right to purchase shares of
Common Stock from the Company.  Each stock option granted by the
Committee under this Plan shall be subject to the following terms and
conditions:

     

    6.1           Price.  The
option price per share shall be determined by the Committee, subject to
adjustment under Section 9.6.  Notwithstanding the foregoing sentence,
except as permitted under Section 9.16, the option price per share shall not be
less than the Fair Market Value (as defined in Section 9.14) of the Common Stock
on the Grant Date (as defined in Section 9.15) unless the stock option satisfies
the provisions of Code Section 409A.

     

    6.2           Number.  The
number of shares of Common Stock subject to a stock option shall be determined
by the Committee, subject to adjustment as provided in Section
9.6.  The number of shares of Common Stock subject to a stock option
shall be reduced in the same proportion that the holder thereof exercises an SAR
if any SAR is granted in conjunction with or related to the stock
option.  Notwithstanding the foregoing, the limitation on grants under
Section 5.4 shall apply to grants of stock options under the
Plan.


    
      
         


      

      
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    6.3           Duration and Time for
Exercise.  Subject to earlier termination as provided in
Section 9.3, the term of each stock option shall be determined by the Committee
but shall not exceed ten years and one day from the Grant Date.  Each
stock option shall become exercisable at such time or times during its term as
shall be determined by the Committee at the time of grant.  The
Committee may accelerate the exercisability of any stock
option.  Subject to the first sentence of this paragraph, the
Committee may extend the term of any stock option to the extent provided in
Section 9.4.

     

    6.4           Manner of
Exercise.  A stock option may be exercised, in whole or in
part, by giving written notice to the Company, specifying the number of shares
of Common Stock to be purchased and accompanied by the full purchase price for
such shares.  The option price shall be payable (a) in United States
dollars upon exercise of the option and may be paid by cash, uncertified or
certified check or bank draft; (b) unless otherwise provided in the option
agreement, by delivery of shares of Common Stock in payment of all or any part
of the option price, which shares shall be valued for this purpose at the Fair
Market Value on the date such option is exercised; or (c) unless otherwise
provided in the option agreement, by instructing the Company to withhold from
the shares of Common Stock issuable upon exercise of the stock option shares of
Common Stock in payment of all or any part of the exercise price and/or any
related withholding tax obligations consistent with Section 9.8, which shares
shall be valued for this purpose at the Fair Market Value or in such other
manner as may be authorized from time to time by the
Committee.  Before the issuance of shares of Common Stock upon the
exercise of a stock option, a participant shall have no rights as a
stockholder.

     

    6.5           Incentive Stock
Options.  Notwithstanding anything in the Plan to the contrary,
the following additional provisions shall apply to the grant of stock options
which are intended to qualify as Incentive Stock Options (as such term is
defined in Code Section 422):

     

    (a)           The
aggregate Fair Market Value (determined as of the time the option is granted) of
the shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any participant during any calendar year
(under all of the Company’s plans) shall not exceed $100,000. The determination
will be made by taking Incentive Stock Options into account in the order in
which they were granted.  If such excess only applies to a portion of
an Incentive Stock Option, the Committee, in its discretion, will designate
which shares will be treated as shares to be acquired upon exercise of an
Incentive Stock Option.

     

    (b)           Any
option agreement for an Incentive Stock Option under the Plan shall contain such
other provisions as the Committee shall deem advisable, but shall in all events
be consistent with and contain all provisions required in order to qualify the
options as Incentive Stock Options.

     

    (c)           All
Incentive Stock Options must be granted within ten years from the earlier of the
date on which this Plan was adopted by Board of Directors or the date this Plan
was approved by the stockholders.

     

    (d)           Unless
sooner exercised, all Incentive Stock Options shall expire no later than ten
years after the Grant Date.

     

    (e)           The
option price for Incentive Stock Options shall be not less than the Fair Market
Value of the Common Stock subject to the option on the Grant
Date.


    
      
         


      

      
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    (f)           If
Incentive Stock Options are granted to any participant who, at the time such
option is granted, would own (within the meaning of Code Section 422) stock
possessing more than 10% of the total combined voting power of all classes of
stock of the employer corporation or of its parent or subsidiary corporation,
(i) the option price for such Incentive Stock Options shall be not less than
110% of the Fair Market Value of the Common Stock subject to the option on the
Grant Date and (ii) such Incentive Stock Options shall expire no later than five
years after the Grant Date.

     

    7.           Stock Appreciation
Rights.  An SAR is a right to receive, without payment to the
Company, a number of shares of Common Stock, the amount of which is determined
pursuant to the formula set forth in Section 7.5.  An SAR may be
granted (a) with respect to any stock option granted under this Plan, either
concurrently with the grant of such stock option or at such later time as
determined by the Committee (as to all or any portion of the shares of Common
Stock subject to the stock option), or (b) alone, without reference to any
related stock option.  Each SAR granted by the Committee under this
Plan shall be subject to the following terms and conditions:

     

    7.1           Price.  The
exercise price per share of any SAR granted without reference to a stock option
shall be determined by the Committee, subject to adjustment under Section 9.6.
Notwithstanding the foregoing sentence, except as permitted under Section 9.16,
the exercise price per share shall not be less than the Fair Market Value of the
Common Stock on the Grant Date unless the SAR satisfies the provisions of Code
Section 409A.

     

    7.2           Number.  Each
SAR granted to any participant shall relate to such number of shares of Common
Stock as shall be determined by the Committee, subject to adjustment as provided
in Section 9.6.  In the case of an SAR granted with respect to a stock
option, the number of shares of Common Stock to which the SAR relates shall be
reduced in the same proportion that the holder of the option exercises the
related stock option. Notwithstanding the foregoing, the limitation on grants
under Section 5.4 shall apply to grants of SARs under the Plan.

     

    7.3           Duration.  Subject
to earlier termination as provided in Section 9.3, the term of each SAR shall be
determined by the Committee but shall not exceed ten years and one day from the
Grant Date.  Unless otherwise provided by the Committee, each SAR
shall become exercisable at such time or times, to such extent and upon such
conditions as the stock option, if any, to which it relates is
exercisable.  The Committee may in its discretion accelerate the
exercisability of any SAR.  Subject to the first sentence of this
paragraph, the Committee may extend the term of any SAR to the extent provided
in Section 9.4.

     

    7.4           Exercise.  An
SAR may be exercised, in whole or in part, by giving written notice to the
Company, specifying the number of SARs which the holder wishes to
exercise.  Upon receipt of such written notice, the Company shall,
within 90 days thereafter, deliver to the exercising holder certificates for the
shares of Common Stock or cash or both, as determined by the Committee, to which
the holder is entitled pursuant to Section 7.5.

     

    7.5           Issuance of Shares Upon
Exercise.  The number of shares of Common Stock which shall be
issuable upon the exercise of an SAR shall be determined by
dividing:

     

    (a)           the
number of shares of Common Stock as to which the SAR is exercised multiplied by
the amount of the appreciation in such shares (for this purpose, the
“appreciation” shall be the amount by which the Fair Market Value of the shares
of Common Stock subject to the SAR on the exercise date exceeds (1) in the case
of an SAR related to a stock option, the purchase price of the shares of Common
Stock under the stock option or (2) in the case of an SAR granted alone, without
reference to a related stock option, an amount which shall be determined by the
Committee at the time of grant, subject to adjustment under Section 9.6);
by


    
      
         


      

      
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    (b)           the
Fair Market Value of a share of Common Stock on the exercise date.

     

    No
fractional shares of Common Stock shall be issued upon the exercise of an SAR;
instead, the holder of the SAR shall be entitled to receive a cash adjustment
equal to the same fraction of the Fair Market Value of a share of Common Stock
on the exercise date or to purchase the portion necessary to make a whole share
at its Fair Market Value on the date of exercise.

     

    8.           Stock Awards and Restricted
Stock.  A stock award consists of the transfer by the Company
to a participant of shares of Common Stock, without other payment therefor, as
additional compensation for services to the Company.  A share of
restricted stock consists of shares of Common Stock which are sold or
transferred by the Company to a participant at a price, if any, determined by
the Committee and subject to restrictions on their sale or other transfer by the
participant.  The transfer of Common Stock pursuant to stock awards
and the transfer and sale of restricted stock shall be subject to the following
terms and conditions:

     

    8.1           Number of
Shares.  The number of shares to be transferred or sold by the
Company to a participant pursuant to a stock award or as restricted stock shall
be determined by the Committee.

     

    8.2           Sale
Price.  The Committee shall determine the price, if any, at
which shares of restricted stock shall be sold to a participant, which may vary
from time to time and among participants and which may be below the Fair Market
Value of such shares of Common Stock at the date of sale.

     

    8.3           Restrictions.  All
shares of restricted stock transferred or sold by the Company hereunder shall be
subject to such restrictions as the Committee may determine, including, without
limitation any or all of the following:

     

    (a)           a
prohibition against the sale, transfer, pledge or other encumbrance of the
shares of restricted stock, such prohibition to lapse at such time or times as
the Committee shall determine (whether in annual or more frequent installments,
at the time of the death, disability or retirement of the holder of such shares,
or otherwise);

     

    (b)           a
requirement that the holder of shares of restricted stock forfeit, or (in the
case of shares sold to a participant) re-sell back to the Company at his or her
cost, all or a part of such shares in the event of termination of his or her
employment or consulting engagement during any period in which such shares are
subject to restrictions;

     

    (c)           such
other conditions or restrictions as the Committee may deem
advisable.

     

    8.4           Restrictions.  In
order to enforce the restrictions imposed by the Committee pursuant to Section
8.3, the participant receiving restricted stock shall enter into an agreement
with the Company setting forth the conditions of the grant.  Shares of
restricted stock shall be registered in the name of the participant and
deposited, together with a stock power endorsed in blank, with the
Company.  Each such certificate shall bear a legend that refers to the
Plan and the restrictions imposed under the applicable agreement. The Committee
may provide that no certificates representing restricted stock be issued until
the restriction period is completed.


    
      
         


      

      
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    8.5           End of
Restrictions.  Subject to Section 9.5, at the end of any time
period during which the shares of restricted stock are subject to forfeiture and
restrictions on transfer, such shares will be delivered free of all restrictions
to the participant or to the participant’s legal representative, beneficiary or
heir.

     

    8.6           Rights of Holders of
Restricted Stock.  Subject to the terms and conditions of the
Plan, each participant receiving restricted stock shall have all the rights of a
stockholder with respect to shares of stock during any period in which such
shares are subject to forfeiture and restrictions on transfer, including without
limitation, the right to vote such shares.

     

    9.           General.

     

    9.1           Effective
Date.  The Plan will become effective upon the date of approval
by the Company’s Board of Directors (the “Effective Date”).

     

    9.2           Duration.  The
Plan shall remain in effect until all Incentives granted under the Plan have
either been satisfied by the issuance of shares of Common Stock or the payment
of cash or been terminated under the terms of the Plan and all restrictions
imposed on shares of Common Stock in connection with their issuance under the
Plan have lapsed.  No Incentives may be granted under the Plan after
the tenth anniversary of the Effective Date of the Plan.

     

    9.3           Non-transferability of
Incentives.  No stock option, SAR, restricted stock or stock
award may be transferred, pledged or assigned by the holder thereof (except, in
the event of the holder’s death, by will or the laws of descent and distribution
to the limited extent provided in the Plan or the Incentive, or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder), and the
Company shall not be required to recognize any attempted assignment of such
rights by any participant. Notwithstanding the preceding sentence, stock options
may be transferred by the holder thereof to the holder’s spouse, children,
grandchildren or parents (collectively, the “Family Members”), to trusts for the
benefit of Family Members, to partnerships or limited liability companies in
which Family Members are the only partners or shareholders, or to entities
exempt from federal income taxation pursuant to Code Section
501(c)(3).  During a participant’s lifetime, a stock option may be
exercised only by him or her, by his or her guardian or legal representative or
by the transferees permitted by this Section 9.3.

     

    9.4           Effect of Termination or
Death.  If a participant ceases to be an employee of or
consultant to the Company for any reason, including death or disability, any
Incentives may be exercised or shall expire at such times as may be set forth in
the agreement, if any, applicable to the Incentive, or otherwise as determined
by the Committee; provided, however, the term of an Incentive may not be
extended beyond the term originally prescribed when the Incentive was granted,
unless the Incentive satisfies (or is amended to satisfy) the requirements of
Code Section 409A; and provided further that the term of an Incentive may not be
extended beyond the maximum term permitted under this Plan.


    
      
         


      

      
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    9.5           Restrictions under
Securities Laws.  Notwithstanding anything in this Plan to the
contrary: (a) the Company may, if it shall determine it necessary or desirable
for any reason, at the time of award of any Incentive or the issuance of any
shares of Common Stock pursuant to any Incentive, require the recipient of the
Incentive, as a condition to the receipt thereof or to the receipt of shares of
Common Stock issued pursuant thereto, to deliver to the Company a written
representation of present intention to acquire the Incentive or the shares of
Common Stock issued pursuant thereto for his or her own account for investment
and not for distribution; and (b) if at any time the Company further determines,
in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of any Incentive or the shares of Common Stock
issuable pursuant thereto is necessary on any securities exchange or under any
federal or state securities or blue sky law, or that the consent or approval of
any governmental regulatory body is necessary or desirable as a condition of, or
in connection with the award of any Incentive, the issuance of shares of Common
Stock pursuant thereto, or the removal of any restrictions imposed on such
shares, such Incentive shall not be awarded or such shares of Common Stock shall
not be issued or such restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.

     

    9.6           Adjustment.  In
the event of any recapitalization, stock dividend, stock split, combination of
shares or other change in the Common Stock, the number of shares of Common Stock
then subject to the Plan, including shares subject to outstanding Incentives,
and the other numbers of shares of Common Stock provided in the Plan, shall be
adjusted in proportion to the change in outstanding shares of Common
Stock.  In the event of any such adjustments, the purchase price of
any option, the performance objectives of any Incentive, and the shares of
Common Stock issuable pursuant to any Incentive shall be adjusted as and to the
extent appropriate, in the discretion of the Committee, to provide participants
with the same relative rights before and after such adjustment.

     

    9.7           Incentive Plans and
Agreements.  Except in the case of stock awards, the terms of
each Incentive shall be stated in a plan or agreement approved by the
Committee.  The Committee may also determine to enter into agreements
with holders of options to reclassify or convert certain outstanding options,
within the terms of the Plan, as Incentive Stock Options or as non-statutory
stock options and in order to eliminate SARs with respect to all or part of such
options and any other previously issued options. The Committee shall communicate
the key terms of each award to the participant promptly after the Committee
approves the grant of such award.

     

    9.8           Withholding.

     

    (a)           The
Company shall have the right to withhold from any payments made under the Plan
or to collect as a condition of payment, any taxes required by law to be
withheld.  At any time when a participant is required to pay to the
Company an amount required to be withheld under applicable income tax laws in
connection with a distribution of Common Stock or upon exercise of an option or
SAR or upon vesting of restricted stock, the participant may satisfy this
obligation in whole or in part by electing (the “Election”) to have the Company
withhold, from the distribution or from such shares of restricted stock, shares
of Common Stock having a value up to the minimum amount of withholding taxes
required to be collected on the transaction.  The value of the shares
to be withheld shall be based on the Fair Market Value of the Common Stock on
the date that the amount of tax to be withheld shall be determined (“Tax
Date”).

     

    (b)           Each
Election must be made before the Tax Date.  The Committee may
disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Incentive that the right to make
Elections shall not apply to such Incentive.  An Election is
irrevocable.


    
      
         


      

      
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    9.9           No Continued Employment,
Engagement or Right to Corporate Assets.  No participant under
the Plan shall have any right, because of his or her participation, to continue
in the employ of the Company for any period of time or to any right to continue
his or her present or any other rate of compensation.  Nothing
contained in the Plan shall be construed as giving an employee, a consultant,
such persons’ beneficiaries or any other person any equity or interests of any
kind in the assets of the Company or creating a trust of any kind or a fiduciary
relationship of any kind between the Company and any such person.

     

    9.10         Payments Under
Incentives.  Payment of cash or distribution of any shares of
Common Stock to which a participant is entitled under any Incentive shall be
made as provided in the Incentive. Except as permitted under Section 9.16,
payments and distributions may not be deferred under any Incentive unless the
deferral complies with the requirements of Code Section 409A.

     

    9.11         Amendment of the
Plan.  The Board of Directors may amend or discontinue the Plan
at any time.  However, no such amendment or discontinuance shall
adversely change or impair, without the consent of the recipient, an Incentive
previously granted. Further, no such amendment shall, without approval of the
stockholders of the Company if the Plan has been approved by the stockholders,
(a) increase the maximum number of shares of Common Stock which may be issued to
all participants under the Plan, (b) change or expand the types of Incentives
that may be granted under the Plan, (c) change the class of persons eligible to
receive Incentives under the Plan, or (d) materially increase the benefits
accruing to participants under the Plan.

     

    9.12         Amendment of Agreements for
Incentives. Except as otherwise provided in this Section 9.12, the terms
of an existing Incentive may be amended by agreement between the Committee and
the participant.  Notwithstanding the foregoing sentence, in the case
of a stock option or SAR, except as permitted under Section 9.16, no such
amendment shall (a) extend the term of the Incentive, except as provided in
Section 9.4; nor (b) reduce the exercise price per share below the Fair Market
Value of the Common Stock on the date the Incentive was granted, unless, in
either case, the amendment complies with the requirements of Code Section
409A.

     

    9.13         Sale, Merger, Exchange or
Liquidation.  Unless otherwise provided in the agreement for an
Incentive, in the event of an acquisition of the Company through the sale of
substantially all of the Company’s assets or through a merger, exchange,
reorganization or liquidation of the Company or a similar event as determined by
the Committee (collectively a “transaction”), the Committee shall be authorized,
in its sole discretion, to take any and all action it deems equitable under the
circumstances, including but not limited to any one or more of the
following:

     

    (a)           providing
that the Plan and all Incentives shall terminate and the holders of (i) all
outstanding vested options shall receive, in lieu of any shares of Common Stock
they would be entitled to receive under such options, such stock, securities or
assets, including cash, as would have been paid to such participants if their
options had been exercised and such participant had received Common Stock
immediately before such transaction (with appropriate adjustment for the
exercise price, if any), (ii) SARs that entitle the participant to receive
Common Stock shall receive, in lieu of any shares of Common Stock each
participant was entitled to receive as of the date of the transaction pursuant
to the terms of such Incentive, if any, such stock, securities or assets,
including cash, as would have been paid to such participant if such Common Stock
had been issued to and held by the participant immediately before such
transaction, and (iii) any Incentive under this Agreement which does not entitle
the participant to receive Common Stock shall be equitably treated as determined
by the Committee.


    
      
         


      

      
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    (b)           providing
that participants holding outstanding vested Common Stock based Incentives shall
receive, with respect to each share of Common Stock issuable pursuant to such
Incentives as of the effective date of any such transaction, at the
determination of the Committee, cash, securities or other property, or any
combination thereof, in an amount equal to the excess, if any, of the Fair
Market Value of such Common Stock on a date within ten days before the effective
date of such transaction over the option price or other amount owed by a
participant, if any, and that such Incentives shall be cancelled, including the
cancellation without consideration of all options that have an exercise price
below the per share value of the consideration received by the Company in the
transaction.

     

    (c)           providing
that the Plan (or replacement plan) shall continue with respect to Incentives
not cancelled or terminated as of the effective date of such transaction and
provide to participants holding such Incentives the right to earn their
respective Incentives on a substantially equivalent basis (taking into account
the transaction and the number of shares or other equity issued by such
successor entity) with respect to the equity of the entity succeeding the
Company by reason of such transaction.

     

    (d)           providing
that all unvested, unearned or restricted Incentives, including but not limited
to restricted stock for which restrictions have not lapsed as of the effective
date of such transaction, shall be void and deemed terminated, or, in the
alternative, for the acceleration or waiver of any vesting, earning or
restrictions on any Incentive.

     

    The Board
of Directors may restrict the rights of participants or the applicability of
this Section 9.13 to the extent necessary to comply with Section 16(b) of the
1934 Act, the Code or any other applicable law or regulation. The grant of an
Incentive award pursuant to the Plan shall not limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

     

    9.14         Definition of Fair Market
Value.  For purposes of this Plan, the “Fair Market Value” of a
share of Common Stock at a specified date shall, unless otherwise expressly
provided in this Plan, be the amount which the Committee determines in good
faith to be 100% of the fair market value of such a share as of the date in
question. Notwithstanding the foregoing:

     

    (a)           If
such shares are listed on a U.S. securities exchange, then Fair Market Value
shall be determined by reference to the last sale price of a share of Common
Stock on such U.S. securities exchange on the applicable date.  If
such U.S. securities exchange is closed for trading on such date, or if the
Common Stock does not trade on such date, then the last sale price used shall be
the one on the date the Common Stock last traded on such U.S. securities
exchange.

     

    (b)           If
such shares are publicly traded but are not listed on a U.S. securities
exchange, then Fair Market Value shall be determined by reference to the trading
price of a share of Common Stock on such date (or, if the applicable market is
closed on such date, the last date on which the Common Stock was publicly
traded), by a method consistently applied by the Committee.


    
      
         


      

      
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    (c)           Notwithstanding
subsections (a) and (b) above, if such shares are publicly traded, then Fair
Market Value may, at the discretion of the Committee, be equal to the average of
the closing sale prices of the Company’s Common Stock for the thirty (30)
calendar days prior to the Grant Date of the applicable Incentive.  In
the event the Committee elects to determine the Fair Market Value of Common
Stock pursuant to this section 9.14(c) in connection with the grant of an
Inventive to a participant, the Committee must irrevocably make such election
and determine the number of shares subject to the Incentive before the beginning
of the thirty (30) period.

     

    (d)           If
such shares are not publicly traded, then the Committee’s determination will be
based upon a good faith valuation of the Company’s Common Stock as of such date,
which shall be based upon such factors as the Committee deems
appropriate.  The valuation shall be accomplished in a manner that
complies with Code Section 409A and shall be consistently applied to Incentives
under the Plan.

     

    9.15         Definition of Grant
Date.  For purposes of this Plan, the “Grant Date” of an
Incentive shall be the date on which the Committee approved the award or, if
later, the date on which (a) the participant is no longer able to negotiate the
terms of the award and (b) it is expected that the key terms of the award will
be communicated within a relatively short period of time.

     

    9.16         Compliance with Code Section
409A.  The Plan and the agreement for each Incentive shall be
interpreted and administered so as to be exempt from the requirements of Code
Section 409A or to comply with such requirements.  Notwithstanding the
foregoing, Incentives may be awarded or amended in a manner that does not comply
with Code Section 409A, but only if and to the extent that the Committee
specifically provides in written resolutions that the Incentive or amendment is
not intended to comply with Code Section 409A.

     

    
      
         


      

      
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