Exhibit
10.1

     

    RELIV
INTERNATIONAL, INC.

     

    2009
INCENTIVE STOCK PLAN

     

    SECTION
1

     

    General
Purpose of the Plan; Definitions

     

    The name
of the plan is the Reliv International, Inc. 2009 Incentive Stock Plan (the
“Plan”). The purpose of the Plan is to encourage and enable officers and
employees of, and other persons providing services to, Reliv International, Inc.
(the “Company”) and its Affiliates to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company’s welfare will assure a closer identification of their interests
with those of the Company and its shareholders, thereby stimulating their
efforts on the Company’s behalf and strengthening their desire to remain with
the Company.

     

    The
following terms shall be defined as set forth below:

     

    “Affiliate” means a parent
corporation, if any, and each subsidiary corporation of the Company, as those
terms are defined in Section 424 of the Code.

     

    “Award” or “Awards”, except where
referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards,
and Unrestricted Stock Awards. Awards shall be evidenced by a written agreement
(which may be in electronic form and may be electronically acknowledged and
accepted by the recipient) containing such terms and conditions not inconsistent
with the provisions of this Plan as the Committee shall determine.

     

    “Board” means the Board of
Directors of the Company.

     

    “Cause” shall mean, with
respect to any Award holder, a determination by the Company (including the
Board) or any Affiliate that the Holder’s employment or other relationship with
the Company or any such Affiliate should be terminated as a result of (i) a
material breach by the Award holder of any agreement to which the Award holder
and the Company (or any such Affiliate) are parties, (ii) any act (other
than retirement) or omission to act by the Award holder that may have a material
and adverse effect on the business of the Company, such Affiliate or any other
Affiliate or on the Award holder’s ability to perform services for the Company
or any such Affiliate, including, without limitation, the proven or admitted
commission of any crime (other than an ordinary traffic violation), or
(iii) any material misconduct or material neglect of duties by the Award
holder in connection with the business or affairs of the Company or any such
Affiliate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Change of Control” shall have
the meaning set forth in Section 13.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.

     

    “Committee” shall have the
meaning set forth in Section 2.

     

    “Disability” means disability
as set forth in Section 22(e)(3) of the Code.

     

    “Effective Date” means the
date on which the Plan is approved by the Board of Directors as set forth in
Section 15.

     

    “Eligible Person” shall have
the meaning set forth in Section 4.

     

    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.

     

    “Fair Market Value” on any
given date means the closing price per share of the Stock on such date as
reported by such registered national securities exchange on which the Stock is
listed, or, if the Stock is not listed on such an exchange, as quoted on NASDAQ;
provided, that, if there is no trading on such date, Fair Market Value shall be
deemed to be the closing price per share on the last preceding date on which the
Stock was traded. If the Stock is not listed on any registered national
securities exchange or quoted on NASDAQ, the Fair Market Value of the Stock
shall be determined in good faith by the Committee.

     

    “Incentive Stock Option” means
any Stock Option designated and qualified as an “incentive stock option” as
defined in Section 422 of the Code.

     

    “Independent Director” means
any director who meets the independence requirement of NASDAQ Marketplace
Rule 4200(a)(15).

     

    “Non-Employee Director” means
any director who: (i) is not currently an officer of the Company or an
Affiliate, or otherwise currently employed by the Company or an Affiliate,
(ii) does not receive compensation, either directly or indirectly, from the
Company or an Affiliate, for services rendered as a consultant or in any
capacity other than as a director, except for an amount that does not exceed the
dollar amount for which disclosure would be required pursuant to
Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does
not possess an interest in any other transaction for which disclosure would be
required pursuant to Rule 404(a) of Regulation S-K, and (iv) is
not engaged in a business relationship for which disclosure would be required
pursuant to Rule 404(b) of Regulation S-K.

     

    “Non-Statutory Stock Option”
means any Stock Option that is not an Incentive Stock Option.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Normal Retirement” means
retirement in good standing from active employment with the Company and its
Affiliates in accordance with the retirement policies of the Company and its
Affiliates then in effect.

     

    “Option” or “Stock Option” means any
option to purchase shares of Stock granted pursuant to
Section 5.

     

    “Outside Director” means any
director who (i) is not an employee of the Company or of any “affiliated
group,” as such term is defined in Section 1504(a) of the Code, which
includes the Company (an “Affiliated Group Member”), (ii) is not a former
employee of the Company or any Affiliated Group Member who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company’s or any Affiliated Group Member’s taxable
year, (iii) has not been an officer of the Company or any Affiliated Group
Member and (iv) does not receive remuneration from the Company or any
Affiliated Group Member, either directly or indirectly, in any capacity other
than as a director. “Outside Director” shall be determined in accordance with
Section 162(m) of the Code and the Treasury regulations issued
thereunder.

     

    “Restricted Stock Award” means
an Award granted pursuant to Section 6.

     

    “SEC” means the Securities and
Exchange Commission or any successor authority.

     

    “Stock” means the common
stock, no par value per share, of the Company.

     

    “Unrestricted Stock Award”
means Awards granted pursuant to Section 7.

     

    SECTION
2

     

    Administration
of Plan; Committee Authority to

    Select
Participants and Determine Awards

     

    (a) Committee.  The
Plan shall be administered by the Compensation Committee of the Board (the
“Committee”) consisting of not less than two (2) persons each of whom
qualifies as an Independent Director but the authority and validity of any act
taken or not taken by the Committee shall not be affected if any person
administering or taking action with respect to the Plan is not an Independent
Director, an Outside Director or a Non-Employee Director. Except as the Board of
Directors shall by resolution provide otherwise, the Committee shall have full
and final authority to operate, manage and administer the Plan on behalf of the
Company.

     

    (b) Powers of
Committee.  The Committee shall have the power and authority to
grant and modify Awards consistent with the terms of the Plan, including the
power and authority:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i) to
select the persons to whom Awards may from time to time be granted;

     

    (ii) to
determine the time or times of grant, and the extent, if any, of Incentive Stock
Options, Non-Statutory Stock Options, Restricted Stock, and Unrestricted Stock,
or any combination of the foregoing, granted to any one or more
participants;

     

    (iii) to
determine the number of shares to be covered by any Award;

     

    (iv) to
determine and modify the terms and conditions, including restrictions not
inconsistent with the terms of the Plan, of any Award, which terms and
conditions may differ among individual Awards and participants, and to approve
the form of written instruments evidencing the Awards; provided, however, that
no such action shall adversely affect rights under any outstanding Award without
the participant’s consent;

     

    (v) to
accelerate the exercisability or vesting of all or any portion of any
Award;

     

    (vi) to
extend the period in which any outstanding Stock Option (other than a
Non-Statutory Stock Option)  may be exercised; and

     

    (vii) to
adopt, alter and repeal such rules, guidelines and practices for administration
of the Plan and for its own acts and proceedings as it shall deem advisable; to
interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection with
the Plan; and to otherwise supervise the administration of the
Plan.

     

    (c) Minutes.  The
Compensation Committee shall keep minutes of all meetings at which Awards are
made specifying the type of Award, number of shares, date and
terms.  Copies of such minutes shall be maintained with the minutes of
the Board of Directors.

     

    All
decisions and interpretations of the Committee shall be binding on all persons,
including the Company and Plan participants. No member or former member of the
Committee or the Board shall be liable for any action or determination made in
good faith with respect to this Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
3

     

    Shares
Issuable under the Plan;

    Mergers;
Substitution

     

    (a) Shares Issuable.  The
maximum number of shares of Stock which may be issued in respect of Awards
granted under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in this Section 3, shall be 1,000,000 shares.
For purposes of this limitation, the shares of Stock underlying any Awards which
are forfeited, cancelled, reacquired by the Company or otherwise terminated
(other than by exercise) shares that are tendered in payment of the exercise
price of any Award and shares that are tendered or withheld for tax withholding
obligations shall be added back to the shares of Stock with respect to which
Awards may be granted under the Plan. Shares issued under the Plan may be
authorized but unissued shares or shares reacquired by the Company.

     

    (b) Stock Dividends, Mergers,
etc.  In the event that, after approval of the Plan by the
stockholders of the Company in accordance with Section 15, the Company
effects a stock dividend, stock split or similar change in capitalization
affecting the Stock, the Committee shall make appropriate adjustments in
(i) the number and kind of shares of stock or securities with respect to
which Awards may thereafter be granted (including without limitation the
limitations set forth in Sections 3(a) and (b) above), (ii) the
number and kind of shares remaining subject to outstanding Awards, and
(iii) the option or purchase price in respect of such shares. In the event
of any merger, consolidation, dissolution or liquidation of the Company, the
Committee in its sole discretion may, as to any outstanding Awards, make such
substitution or adjustment in the aggregate number of shares reserved for
issuance under the Plan and in the number and purchase price (if any) of shares
subject to such Awards as it may determine and as may be permitted by the terms
of such transaction, or accelerate, amend or terminate such Awards upon such
terms and conditions as it shall provide (which, in the case of the termination
of the vested portion of any Award, shall require payment or other consideration
which the Committee deems equitable in the circumstances), subject, however, to
the provisions of Section 13.

     

    (c) Substitute
Awards.  The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or an Affiliate as
the result of a merger or consolidation of the employing corporation with the
Company or an Affiliate or the acquisition by the Company or an Affiliate of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4

     

    Eligibility

     

    Awards
may be granted to officers, directors and employees of, and consultants and
advisers to, the Company or its Affiliates (“Eligible Persons”).

     

    SECTION
5

     

    Stock
Options

     

    The
Committee may grant to Eligible Persons options to purchase stock.

     

    Any Stock
Option granted under the Plan shall be in such form and containing such terms as
the Committee may from time to time approve, not inconsistent with the
provisions of this Plan, and, at a minimum, setting forth the exact number of
shares subject to the Stock Option and the exercise or grant price, which must
be no less than Fair Market Value.

     

    Stock
Options granted under the Plan may be either Incentive Stock Options (subject to
compliance with applicable law) or Non-Statutory Stock Options. Unless otherwise
so designated, an Option shall be a Non-Statutory Stock Option. To the extent
that any option does not qualify as an Incentive Stock Option, it shall
constitute a Non-Statutory Stock Option.

     

    No
Incentive Stock Option shall be granted under the Plan after the tenth
anniversary of the date of adoption of the Plan by the Board.

     

    The
Committee may also grant additional Non-Statutory Stock Options to purchase a
number of shares to be determined by the Committee in recognition of services
provided by a Non-Employee Director in his or her capacity as a director,
provided that such grants are in compliance with the requirements of
Rule 16b-3, as promulgated under the Securities Exchange Act of 1934, as
amended from time to time (“Rule 16b-3”).

     

    The
Committee in its discretion may determine the effective date of Stock Options,
provided, however, that grants of Incentive Stock Options shall be made only to
persons who are, on the effective date of the grant, officers or employees of
the Company or an Affiliate. Stock Options granted pursuant to this
Section 5 shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

     

    (a) Exercise
Price.  The exercise price per share for the Stock covered by a
Stock Option granted pursuant to this Section 5 shall be determined by the
Committee at the time of grant but shall be not less than one hundred percent
(100%) of Fair Market Value on the date of grant. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than ten percent (10%) of the combined
voting power of all classes of stock of the Company or any subsidiary or parent
corporation and an Incentive Stock Option is granted to such employee, the
option price shall be not less than one hundred ten percent (110%) of Fair
Market Value on the date of grant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Option Term.  The
term of each Stock Option shall be fixed by the Committee, but no Incentive
Stock Option shall be exercisable more than ten (10) years after the date
the option is granted. If an employee owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than ten percent
(10%) of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation and an Incentive Stock Option is granted to
such employee, the term of such option shall be no more than five (5) years
from the date of grant.

     

    (c) Exercisability; Rights of a
Shareholder.  Stock Options shall become vested and exercisable
at such time or times, whether or not in installments, as shall be determined by
the Committee. The Committee, in its discretion, may accelerate the
exercisability of all or any portion of any Stock Option only in circumstances
involving (i) a Change of Control of the Company, (ii) undue hardship,
including, but not limited to, death or disability of the option holder, and
(iii) a severance arrangement with a departing option holder. An optionee
shall have the rights of a shareholder only as to shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options.

     

    (d) Method of
Exercise.  Stock Options may be exercised in whole or in part,
by delivering written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by delivery
of cash or bank check or other instrument acceptable to the Committee in an
amount equal to the exercise price of such Options, or, to the extent provided
in the applicable Option Agreement, by one or more of the following
methods:

     

    (i) by
delivery to the Company of shares of Common Stock of the Company that either
have been purchased by the optionee on the open market, or have been
beneficially owned by the optionee for a period of at least six months and are
not then subject to restriction under any Company plan (“mature shares”); such
surrendered shares shall have a fair market value equal in amount to the
exercise price of the Options being exercised; or

     

    (ii) if
the class of Common Stock is registered under the Securities Exchange Act of
1934 at such time, by delivery to the Company of a properly executed exercise
notice along with irrevocable instructions to a broker to deliver promptly to
the Company cash or a check payable and acceptable to the Company for the
purchase price; provided that in the event that the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Committee shall prescribe as a condition of such payment procedure
(including, in the case of an optionee who is an executive officer of the
Company, such procedures and agreements as the Committee deems appropriate in
order to avoid any extension of credit in the form of a personal loan to such
officer). The Company need not act upon such exercise notice until the Company
receives full payment of the exercise price; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii) by
reducing the number of Option shares otherwise issuable to the optionee upon
exercise of the Option by a number of shares of Common Stock having a fair
market value equal to such aggregate exercise price; provided, however, that the
optionee otherwise holds an equal number of mature shares; or

     

    (iv) by
any combination of such methods of payment.

     

    The
delivery of certificates representing shares of Stock to be purchased pursuant
to the exercise of a Stock Option will be contingent upon receipt from the
Optionee (or a purchaser acting in his stead in accordance with the provisions
of the Stock Option) by the Company of the full purchase price for such shares
and the fulfillment of any other requirements contained in the Stock Option or
imposed by applicable law.

     

    (e) Non-transferability of
Options.  Except as the Committee may provide with respect to a
Non-Statutory Stock Option, no Stock Option shall be transferable other than by
will or by the laws of descent and distribution and all Stock Options shall be
exercisable, during the optionee’s lifetime, only by the optionee.

     

    (f) Annual Limit on Incentive Stock
Options.  To the extent required for “incentive stock option”
treatment under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the
Company or its Affiliates become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000.

     

    (g) Lockup
Agreement.  Each Option shall provide that the optionee shall
agree for a period of time (not to exceed 180 days) from the effective date
of any registration of securities of the Company (upon request of the Company or
the underwriters managing any underwritten offering of the Company’s securities)
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of, any shares issued pursuant to the exercise of such
Option, without the prior written consent of the Company or such underwriters,
as the case may be.

     

    SECTION
6

     

    Restricted
Stock Awards

     

    (a) Nature of Restricted Stock
Award.  The Committee in its discretion may grant Restricted
Stock Awards to any Eligible Person, entitling the recipient to acquire, for
such purchase price, if any, as may be determined by the Committee, shares of
Stock subject to such restrictions and conditions as the Committee may determine
at the time of grant (“Restricted Stock”), including continued employment and/or
achievement of pre-established performance goals and
objectives.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Acceptance of
Award.  A participant who is granted a Restricted Stock Award
shall have no rights with respect to such Award unless the participant shall
have accepted the Award within sixty (60) days (or such shorter date as the
Committee may specify) following the award date by making payment to the Company
of the specified purchase price, if any, of the shares covered by the Award and
by executing and delivering to the Company a written instrument that sets forth
the terms and conditions applicable to the Restricted Stock in such form as the
Committee shall determine.

     

    (c) Rights as a
Shareholder.  Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained
in the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

     

    (d) Restrictions.  Shares
of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as specifically provided herein. In the event
of termination of employment by the Company and its Affiliates for any reason
(including death, Disability, Normal Retirement and for Cause), the Company
shall have the right, at the discretion of the Committee, to repurchase shares
of Restricted Stock which have not then vested at their purchase price, or to
require forfeiture of such shares to the Company if acquired at no cost, from
the participant or the participant’s legal representative. The Company must
exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified in the
written instrument evidencing the Restricted Stock Award).

     

    (e) Vesting of Restricted
Stock.  The Committee at the time of grant shall specify the
date or dates and/or the attainment of pre-established performance goals,
objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company’s right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed “vested.” Subject to Section 11, the Committee, in its
discretion, may accelerate the exercisability of all or any portion of any
Restricted Stock Award only in circumstances involving (i) a Change of
Control of the Company, (ii) undue hardship, including, but not limited to,
death or disability of the Restricted Stock Award holder, and (iii) a
severance arrangement with a departing Restricted Stock Award
holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f) Waiver, Deferral and Reinvestment of
Dividends.  The written instrument evidencing the Restricted
Stock Award may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.

     

    SECTION
7

     

    Unrestricted
Stock Awards

     

    (a) Grant or Sale of Unrestricted
Stock.  The Committee in its discretion may grant or sell to
any Eligible Person shares of Stock free of any restrictions under the Plan
(“Unrestricted Stock”) at a purchase price determined by the Committee. Shares
of Unrestricted Stock may be granted or sold as described in the preceding
sentence in respect of past services or other valid consideration.

     

    (b) Restrictions on
Transfers.  The right to receive unrestricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, other than by will
or the laws of descent and distribution.

     

    SECTION
8

     

    Termination
of Stock Options

     

    (a) Incentive Stock
Options:

     

    (i) Termination by
Death.  If any participant’s employment by the Company and its
Affiliates terminates by reason of death, any Incentive Stock Option owned by
such participant may thereafter be exercised to the extent exercisable at the
date of death, by the legal representative or legatee of the participant, for a
period of one hundred eighty (180) days (or such longer period as the
Committee shall specify at any time) from the date of death, or until the
expiration of the stated term of the Incentive Stock Option, if
earlier.

     

    (ii) Termination by Reason of Disability
or Normal Retirement.

     

    (A) Any
Incentive Stock Option held by a participant whose employment by the Company and
its Affiliates has terminated by reason of Disability may thereafter be
exercised, to the extent it was exercisable at the time of such termination, for
a period of ninety (90) days (or such longer period as the Committee shall
specify at any time) from the date of such termination of employment, or until
the expiration of the stated term of the Option, if earlier.

     

    (B) Any
Incentive Stock Option held by a participant whose employment by the Company and
its Affiliates has terminated by reason of Normal Retirement may thereafter be
exercised, to the extent it was exercisable at the time of such termination, for
a period of ninety (90) days (or such longer period as the Committee shall
specify at any time) from the date of such termination of employment, or until
the expiration of the stated term of the Option, if earlier.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (C) The
Committee shall have sole authority and discretion to determine whether a
participant’s employment has been terminated by reason of Disability or Normal
Retirement.

     

    (iii) Termination for
Cause.  If any participant’s employment by the Company and its
Affiliates has been terminated for Cause, any Incentive Stock Option held by
such participant shall immediately terminate and be of no further force and
effect; provided, however, that the Committee may, in its sole discretion,
provide that such Option can be exercised for a period of up to thirty
(30) days from the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.

     

    (iv) Other
Termination.  Unless otherwise determined by the Committee, if
a participant’s employment by the Company and its Affiliates terminates for any
reason other than death, Disability, Normal Retirement or for Cause, any
Incentive Stock Option held by such participant may thereafter be exercised, to
the extent it was exercisable on the date of termination of employment, for
thirty (30) days (or such other period as the Committee shall specify) from
the date of termination of employment or until the expiration of the stated term
of the Option, if earlier.

     

    (b) Non-Statutory Stock
Options.  Any Non-Statutory Stock Option granted under the Plan
shall contain such terms and conditions with respect to its termination as the
Committee, in its discretion, may from time to time determine.

     

    SECTION
9

     

    Tax
Withholding

     

    (a) Payment by
Participant.  Each participant shall, no later than the date as
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, local
and/or payroll taxes of any kind required by law to be withheld with respect to
such income. The Company and its Affiliates shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

     

    (b) Payment in
Shares.  A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or
(ii) delivering to the Company a number of mature shares of Stock with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the minimum withholding amount due.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c) Notice of Disqualifying
Disposition.  Each holder of an Incentive Option shall agree to
notify the Company in writing immediately after making a disqualifying
disposition (as defined in Section 421(b) of the Code) of any Stock
purchased upon exercise of an Incentive Stock Option.

     

    SECTION
10

     

    Transfer
and Leave of Absence

     

    For
purposes of the Plan, the following events shall not be deemed a termination of
employment:

     

    (a) a
transfer to the employment of the Company from an Affiliate or from the Company
to an Affiliate, or from one Affiliate to another;

     

    (b) an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Committee otherwise so provides
in writing.

     

    SECTION
11

     

    Amendments
and Termination

     

    The Board
may at any time amend or discontinue the Plan and the Committee may at any time
amend or cancel any outstanding Award (or provide substitute Awards at the same
or reduced exercise or purchase price or with no exercise or purchase price, but
such price, if any, must satisfy the requirements which would apply to the
substitute or amended Award if it were then initially granted under this Plan)
for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award
without the holder’s consent.

     

    This Plan
shall terminate as of the tenth anniversary of its effective date. The Board may
terminate this Plan at any earlier time for any reason. No Award may be granted
after the Plan has been terminated. No Award granted while this Plan is in
effect shall be altered or impaired by termination of this Plan, except upon the
consent of the holder of such Award. The power of the Committee to construe and
interpret this Plan and the Awards granted prior to the termination of this Plan
shall continue after such termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
12

     

    Status
of Plan

     

    With
respect to the portion of any Award which has not been exercised and any
payments in cash, Stock or other consideration not received by a participant, a
participant shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company’s obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
provision of the foregoing sentence.

     

    SECTION
13

     

    Change
of Control Provisions

     

    (a) Upon
the occurrence of a Change of Control as defined in this
Section 13:

     

    (i) subject
to the provisions of clause (iii) below, after the effective date of such
Change of Control, each holder of an outstanding Stock Option, or Restricted
Stock Award shall be entitled, upon exercise of such Award, to receive, in lieu
of shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of
Control;

     

    (ii) the
Committee may accelerate, fully or in part, the time for exercise of, and waive
any or all conditions and restrictions on, each unexercised and unexpired Stock
Option, and Restricted Stock Award, effective upon a date prior or subsequent to
the effective date of such Change of Control, as specified by the
Committee; or

     

    (iii) each
outstanding Stock Option and Restricted Stock Award, may be cancelled by the
Committee as of the effective date of any such Change of Control provided that
(x) prior written notice of such cancellation shall be given to each holder
of such an Award and (y) each holder of such an Award shall have the right
to exercise such Award to the extent that the same is then exercisable or, in
full, if the Committee shall have accelerated the time for exercise of all such
unexercised and unexpired Awards, during the thirty (30) day period
preceding the effective date of such Change of Control.

     

    (b) “Change
of Control” shall mean the occurrence of any one of the following
events:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i) any
“person” (as such term is used in Sections 11(d) and 12(d)(2) of the
Exchange Act) becomes, after the Effective Date of this Plan, a “beneficial
owner” (as such term is defined in Rule 13d-3 promulgated under the
Exchange Act) (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company’s then outstanding
securities; or

     

    (ii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation or other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than fifty percent (50%) of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or

     

    (iii) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets.

     

    SECTION
14

     

    General
Provisions

     

    (a) No Distribution; Compliance with
Legal Requirements.  The Committee may require each person
acquiring shares pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring the shares without a view to
distribution thereof.

     

    No shares
of Stock shall be issued pursuant to an Award until all applicable securities
laws and other legal and stock exchange requirements have been satisfied. The
Committee may require the placing of such stop orders and restrictive legends on
certificates for Stock and Awards as it deems appropriate.

     

    (b) Delivery of Stock
Certificates.  Delivery of stock certificates to participants
under this Plan shall be deemed effected for all purposes when the Company or a
stock transfer agent of the Company shall have delivered such certificates in
the United States mail, addressed to the participant, at the participant’s last
known address on file with the Company.

     

    (c) Other Compensation Arrangements; No
Employment Rights.  Nothing contained in this Plan shall
prevent the Board from adopting other or additional compensation arrangements,
including trusts, subject to stockholder approval if such approval is required;
and such arrangements may be either generally applicable or applicable only in
specific cases. The adoption of the Plan or any Award under the Plan does not
confer upon any employee any right to continued employment with the Company or
any Affiliate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
15

     

    Effective
Date of Plan

     

    This Plan
shall become effective upon its adoption by the Company’s Board of Directors. If
the Plan shall not be approved by the shareholders of the Company within twelve
months following its adoption, this Plan shall terminate and be of no further
force or effect.

     

    SECTION
16

     

    Governing
Law

     

    This Plan
shall be governed by, and construed and enforced in accordance with, the
substantive laws of the State of Missouri without regard to its principles of
conflicts of laws.

     

    Approved
by the Board of Directors April 2, 2009.

     

    Approved
by the Shareholders May 28, 2009.