**ColombiaEnergy Resources, Inc.**

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2010 Equity Incentive Plan

 

Adopted and Effective as of May 12, 2010,as Amended August 31, 2011, and January 31, 2012

 

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**COLOMBIA ENERGY RESOURCES, Inc.**

**2010 Equity Incentive Plan**

 

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This Colombia EnergyResources, Inc. 2010 Equity Incentive Plan, as amended, is intended to promote the interests of the Company and its shareholdersby providing the Company’s officers, directors, employees and consultants, on whose judgment, initiative and efforts thesuccessful conduct of the business of the Company depends, and who are responsible for the management, growth and protection ofthe business, with appropriate incentives and rewards to encourage them to continue in the employ of the Company and to maximizetheir performance.

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As used in the Plan,the following definitions apply to the terms indicated below:

 

(a)        “Board”shall mean the Board of Directors of the Company.

 

(b)        “Cause,”when used in connection with the termination of a Participant’s employment, shall mean (i) to the extent that there is anemployment agreement governing the relationship between the Participant and the Company which contains a definition of “cause”,cause shall consist of those acts or omissions which would constitute cause under such agreement, otherwise cause shall mean thetermination of the Participant’s employment on account of: (ii) the willful and continued failure by the Participant substantiallyto perform his or her duties and obligations to the Company (other than any such failure resulting from incapacity due to physicalor mental illness), (iii) the willful violation by the Participant of (A) any federal or state law or (B) any rule of the Company,which violation would materially reflect on the Participant’s character, competence or integrity, (iv) a breach by a Participantof the Participant’s duty of loyalty to the Company such as Participant’s solicitation of customers or employees ofthe Company on behalf of any other Person, (v) the Participant’s unauthorized removal from the Company’s premisesof any document (in any medium or form) relating to the Company, its business or its customers, *provided, however*, thatno such removal shall be deemed “unauthorized” if it is in furtherance of an individual’s duties and obligationsto the Company and such removal is a common practice at the Company, (vi) the Participant’s unauthorized disclosure to anyPerson of any confidential information regarding the Company, or (vii) the willful engaging by the Participant in any other misconductwhich is materially injurious to the Company. For purposes of this Section 2(b) , no act, or failure to act, on a Participant’spart shall be considered “willful” unless done, or omitted to be done, by the Participant in bad faith and withoutreasonable belief that the action or omission was in the best interests of the Company. Any rights the Company may have hereunderin respect of the events giving rise to Cause shall be in addition to the rights the Company may have under any other agreementwith the Participant or at law or in equity. If, subsequent to the termination of a Participant’s employment without Cause,it is determined by the Board of Directors that the Participant’s employment could have been terminated for Cause, suchParticipant’s employment shall, at the election of the Committee in its sole discretion, be deemed to have been terminatedfor Cause.

 

 

(c)        “Code”shall mean the Internal Revenue Code of 1986, as amended.

 

(d)        “Committee”shall mean the Compensation Committee of the Board; *provided, however*, that if the Company is subject to the Exchange Act,the Compensation Committee shall not take any action under the Plan unless it is at all times composed solely of not less thantwo “Non-Employee Directors” within the meaning of Rule 16b-3, as promulgated under the Securities Exchange Act of1934, as amended. In the event the Board has not established a Compensation Committee or that the Compensation Committee is notcomposed of at least two Non-Employee Directors when the Company is subject to the Exchange Act, or, in the event the Committeeis unable to act, the Board shall take any and all actions required or permitted to be taken by the Committee under the Plan andshall serve as the Committee.

 

(e)        “Company”shall mean Colombia Energy Resources, Inc., a Delaware corporation.

 

(f)        “CompanyStock” shall mean the common stock, par value $0.001 per share, of the Company.

 

(g)        “Disability”shall mean any physical or mental condition as a result of which a Participant is disabled within the meaning of Section 422(c)(6)of the Code.

 

(h)        “ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended.

 

(i)        “FairMarket Value” with respect to a share of Company Stock on any relevant date shall be determined in accordance with the followingprovisions:

 

(1)        IfCompany Stock is publicly traded, “Fair Market Value” shall be determined as of the last business day for which theprices or quotes discussed in this sentence are available prior to such date and shall mean (i) the closing selling price per shareon that date of the Company Stock on the principal national securities exchange on which the Company Stock is traded, if the CompanyStock is then traded on a national securities exchange; or (ii) the closing selling price per share on that date of the CompanyStock on the NASDAQ National Market List, if the Company Stock is not then traded on a national securities exchange; or (iii) theclosing bid price per share last quoted on that date by an established quotation service for over-the-counter securities, if theCompany Stock is not reported on the NASDAQ National Market List.

 

(2)        IfCompany Stock is not publicly traded, “Fair Market Value” shall be determined by the Board of Directors in its goodfaith best judgment or by an independent appraisal that meets the requirements of Section 401(a)(28)(C) of the Code and the regulationsthereunder as of a date that is no more than twelve months before such date.

 

(j)        “IncentiveAward” shall mean an Option, a SAR, a Restricted Stock, a Stock Bonus Award, or a Restricted Stock Unit granted pursuantto the terms of the Plan.

 

  

(k)        “IncentiveStock Option” shall mean an Option that is an “incentive stock option” within the meaning of Section 422 of theCode and that is identified as an Incentive Stock Option in the agreement by which it is evidenced.

 

(l)        “IssueDate” shall mean the date established by the Committee or the Board on which certificates representing shares of RestrictedStock shall be issued by the Company pursuant to the terms of Section 8(d)

hereof.

 

(m)        “Non-QualifiedStock Option” shall mean an Option that is not an Incentive Stock Option.

 

(n)        “Option”shall mean an option to purchase shares of Company Stock granted pursuant to Section 6 hereof. Each Option, or portion thereof,shall be identified as either an Incentive Stock Option or a Non-Qualified Stock Option in the agreement by which such Optionis evidenced.

 

(o)        “Participant”shall mean an employee, officer or director of the Company or any subsidiary of the Company or a consultant to the Company or anysubsidiary of the Company selected to participate in the Plan and to whom an Incentive Award is granted pursuant to the Plan, and,upon his or her death, that Person’s successors, heirs, executors and administrators, as the case may be.

 

(p)        “Person”shall mean a “person,” such as term is used in Sections 13(d) and 14(d) of the Exchange Act.

 

(q)        “Plan”shall mean this Colombia Energy Resources, Inc. 2010 Equity Incentive Plan, as it may be amended from time to time.

 

(r)        “RestrictedStock” shall mean a share of Company Stock that is granted pursuant to the terms of Section 8

hereof and that is subject to the restrictions set forth in Section 8(c)

hereof for as long as such restrictions continue to apply to such share.

 

(s)        “RestrictedStock Unit” shall mean a grant of a restricted stock unit payable in shares of Company Stock pursuant to Section 10

hereof.

 

(t)        “Retirement”shall mean a Participant’s termination of employment (other than by reason of death or Disability and other than a terminationthat is (or is deemed to have been) for Cause) on or after the later of (i) the date the Participant attains age 65 and (ii) thedate the Participant has completed ten years of service with the Company.

 

(u)        “SecuritiesAct” shall mean the Securities Act of 1933, as amended.

 

(v)        “SAR”shall mean a stock appreciation right granted pursuant to Section 7

hereof.

 

(w)        “StockBonus” shall mean a grant of a bonus payable in shares of Company Stock pursuant to Section 9

hereof.

 

  

(x)        “VestingDate” shall mean the date and/or dates established by the Board on which an Incentive Award may vest. In the absence of provisionsin an individual grant agreement to the contrary, Options shall vest ratably over a four (4) year period, with twenty-five percent(25%) vesting on the first anniversary of the grant date (the “initial vesting date”) and twenty-five percent (25%)vesting on each of the proceeding three (3) anniversaries of the initial vesting date.

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(a)        Plan Awards.

 

Under the Plan, theBoard may, in its sole and absolute discretion, grant any or all of the following types of Incentive Awards to a Participant: anOption, a SAR, a Restricted Stock, a Stock Bonus Award, or a Restricted Stock Unit.

 

(b)        Individual Awards.

 

Incentive Awards grantedunder the Plan may be made up entirely of one type of Incentive Award or any combination of types of Incentive Awards availableunder the Plan, in the Board’s sole discretion.

 

(c)        Aggregate Plan Share Reserve.

 

The total number ofshares of Company Stock available for grants of Incentive Awards under the Plan shall be **6,133,334**, subject to adjustmentin accordance with Section 11 of the Plan. These shares may be either authorized but unissued shares, newly-issued sharesor reacquired shares of Company Stock. If an Incentive Award or portion thereof shall expire or terminate for any reason withouthaving been exercised in full, the unexercised shares covered by such Incentive Award shall be available for future grants ofIncentive Awards under the Plan.

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The Plan shall be administeredby the Committee; *provided, however,* that the Board alone shall have the authority to, from time to time, designate theemployees, officers and directors of the Company or any subsidiary of the Company or consultants to the Company or any subsidiaryof the Company who shall be granted Incentive Awards and the amount and type of such Incentive Awards.

 

Otherwise, the Committeeshall have the full authority and discretion to administer the Plan, including authority to interpret and construe any provisionof the Plan and the terms of any Incentive Award issued under the Plan. The Committee may also adopt any rules and regulationsfor administering the Plan as it may deem necessary or appropriate. Decisions of the Committee shall be final and binding on allparties.

 

 

The Committee may,in its absolute discretion, without amendment to the Plan, (i) accelerate the date on which any Option or SAR granted under thePlan becomes exercisable or otherwise adjust any of the terms of such Option or SAR (except that no such adjustment shall, withoutthe consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Incentive Award),(ii) accelerate the Vesting Date or Issue Date of any share of Restricted Stock issued under the Plan, or waive any condition imposedthereunder, (iii) accelerate the Vesting Date of any Restricted Stock Unit granted under the Plan, or waive any condition imposedthereunder and (iv) otherwise adjust or waive any condition imposed on any Incentive Award made hereunder; *provided, however,*that the Committee shall not take any action which would cause any Incentive Award to become subject to taxation under Section409A of the Code.

 

In addition, the Boardmay, in its absolute discretion and without amendment to the Plan, grant Incentive Awards of any type to Participants on the conditionthat such Participants surrender to the Committee for cancellation such other Incentive Awards of the same or any other type (including,without limitation, Incentive Awards with higher exercise prices or values) as the Committee specifies; *provided, however,*that (i) the number of any such replacement Incentive Awards does not exceed the number of cancelled Incentive Awards to whichthey relate, (ii) the exercise price (if any) of such replacement Incentive Awards is different than the exercise price of thecancelled Incentive Awards to which they relate, and (iii) such replacement Incentive Awards are granted in compliance with theterms of the Plan and are not, and would not cause any other Incentive Award to become, subject to taxation under Section 409Aof the Code. Notwithstanding Section 3(c) herein, prior to the surrender of such other Incentive Awards, Incentive Awardsgranted pursuant to the preceding sentence of this Section 4 shall not count against the limit set forth in such Section3(c). 

 

Whether an authorizedleave of absence, or absence in military or government service, shall constitute termination of employment shall be determinedby the Committee, subject to applicable laws.

 

No member of the Committeeshall be liable for any action, omission or determination relating to the Plan, and the Company (and any affiliate that may adoptthe Plan), jointly and severally, shall indemnify and hold harmless each member of the Committee and each other director or employeeof the Company (or affiliate) to whom any duty or power relating to the administration or interpretation of the Plan has been delegatedagainst any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approvalof the Committee) arising out of any action, omission or determination unless such action, omission or determination was takenor made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of theCompany and its affiliates, as the case may be.

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The Persons who shallbe eligible to receive Incentive Awards pursuant to the Plan shall be those employees, officers and directors of the Company orany subsidiary of the Company or consultants to the Company or any subsidiary of the Company who are responsible for the management,growth and protection of the business of the Company; *provided, however,* that only employees of the Company or any subsidiaryof the Company shall be eligible to receive Incentive Awards consisting of Incentive Stock Options.

 

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The Board may grantOptions pursuant to the Plan. Such Options shall be evidenced by agreements in such form as the Committee shall from time to timeapprove. Options shall comply with and be subject to the following terms and conditions:

 

(a)        Identification of Options.

 

All Options grantedunder the Plan shall be clearly identified in the agreement evidencing such Options as either Incentive Stock Options or as Non-QualifiedStock Options or a combination of both.

 

(b)        Exercise Price.

 

The exercise priceof any Option granted under the Plan shall be such price as the Board shall determine; *provided, however,* that such priceshall be not less than 100% of the Fair Market Value of a share of Company Stock on the date on which such Option is granted; *and,provided, further,*that such price may not be less than the minimum price required by law.

 

(c)        Term and Exercise of Options.

 

(i)        Each Option shallbe exercisable on such date or dates, during such period, and for such number of shares of Company Stock as shall be determinedby the Board on the day on which such Option is granted and set forth in the Option agreement with respect to such Option; *provided,however,* that no Option shall be exercisable after the expiration of ten years from the date such Option was granted; *and,**provided, further*, that each Option shall be subject to earlier termination, expiration or cancellation as provided in thePlan.

 

(ii)        Each Option shallbe exercisable in whole or in part. The partial exercise of an Option shall not cause the expiration, termination or cancellationof the remaining portion thereof. Upon the partial exercise of an Option, the agreement evidencing such Option, marked with suchnotations as the Committee may deem appropriate to evidence such partial exercise, shall be returned to the Participant exercisingsuch Option together with the delivery of the certificates described in Section 6(e)

hereof.

 

(iii)        An Option shallbe exercised by delivering a written notice to the Company’s principal office to the attention of its Secretary. Such noticeshall specify the number of shares of Company Stock with respect to which the Option is being exercised, shall be signed by theParticipant, and shall be accompanied by the agreement (or agreements) evidencing the Option and payment in full of the applicableexercise price for shares of Company Stock purchased in any combination of the forms specified below:

 

(A)        in cash,by certified check, bank cashier’s check or wire transfer;

 

(B)        subjectto the approval of the Committee, in shares of Company Stock owned by the Participant and valued at their Fair Market Value onthe date of such exercise;

 

 

(C)        subjectto the approval of the Committee, pursuant to a “cashless exercise” pursuant to procedures adopted by the Committeewhereby the Participant, by a properly written notice, directs (a) an immediate market sale or margin loan respecting all or apart of the shares of Company Stock to which the Participant is entitled upon exercise pursuant to an extension of credit by theCompany to the Participant of the exercise price, (b) the delivery of the shares of the Company Stock from the Company directlyto the brokerage firm, and (c) the delivery of the exercise price from the sale or margin loan proceeds from the brokerage firmdirectly to the Company; or

 

(D)        suchother methods as the Committee may approve, from time to time.

 

Any payments in shares of Company Stockshall be effected by the delivery of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stockpowers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require fromtime to time

 

(d)        Nonassignability.

 

	During the lifetimeof a Participant, each Option granted to him or her shall be exercisable only by him or her. No Option shall be assignable or transferableotherwise than by will or by the laws of descent and distribution.

 

(e)        Issuance of Certificates.

 

	Certificates forshares of Company Stock purchased upon the exercise of an Option shall be issued in the name of the Participant or his or her beneficiary,as the case may be, and delivered to the Participant or his or her beneficiary, as the case may be, as soon as practicable followingthe date on which the Option is exercised.

 

(f)        Limitations on Grant of IncentiveStock Options.

 

(i)        The aggregateFair Market Value of shares of Company Stock with respect to which Incentive Stock Options granted hereunder are exercisable forthe first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company (or any“subsidiary corporation” of the Company within the meaning of Section 424 of the Code) shall not exceed $100,000. SuchFair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted. In the event that theaggregate Fair Market Value of shares of Company Stock with respect to such Incentive Stock Options exceeds $100,000, then IncentiveStock Options granted hereunder to such Participant shall, to the extent and in the order in which they were granted, automaticallybe deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged.

 

 

(ii)        No IncentiveStock Option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing morethan 10% of the total combined voting power of all classes of stock of the Company or any of its "subsidiary corporations"(within the meaning of Section 424 of the Code), unless (I) the exercise price of such Incentive Stock Option is at least 110%of the Fair Market Value of a share of Company Stock at the time such Incentive Stock Option is granted and (II) such IncentiveStock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

 

(iii)        No IncentiveStock Option may be granted to an individual if, at the time of the proposed grant, such individual is not an employee of the Company.

 

(g)        Effect ofTermination of Employment.

 

(i)        In the event theemployment or engagement of a Participant with the Company shall terminate (as determined by the Committee in its sole discretion)for any reason other than Retirement, Disability, death or for Cause, (A) Options granted to such Participant, to the extent thatthey were exercisable at the time of such termination, shall remain exercisable until 90 days after the date of such termination,on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at thetime of such termination, shall expire at the close of business on the date of such termination; *provided, however,* thatno Option shall be exercisable after the expiration of its term.

 

(ii)        In the eventthat the employment or engagement of a Participant with the Company shall terminate on account of the Retirement, Disability ordeath of the Participant, (A) Options granted to such Participant, to the extent that they were exercisable at the time of suchtermination, shall remain exercisable until the expiration of their term and (B) Options granted to such Participant, to the extentthat they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination.The effect of exercising any Incentive Stock Option on a day that is more than 90 days after the date of such termination (or,in the case of a termination of employment on account of Disability, on a day that is more than one year after the date of suchtermination) will be to cause such Incentive Stock Option to be treated as a Non-Qualified Stock Option.

 

(iii)        In the eventof the termination of a Participant’s employment for Cause, all outstanding Options (vested or unvested) granted to suchParticipant shall automatically expire at the commencement of business as of the date of such termination.

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The Board may grantSARs pursuant to the Plan, which SARs shall be evidenced by agreements in such form as the Committee shall from time to time approve.SARs shall comply with and be subject to the following terms and conditions:

 

(a)        Exercise Price.

 

The exercise priceof any SAR granted under the Plan shall be such price as the Board shall determine; *provided, however,* that such price shallbe not less than 100% of the Fair Market Value of a share of Company Stock on the date on which such SAR is granted; *and, provided,further,*that such price may not be less than the minimum price required by law.

 

  

(b)        Benefit Upon Exercise.

 

(i)        The exercise ofa SAR with respect to any number of shares of Company Stock shall entitle a Participant to a cash payment, for each such share,equal to the excess of (A) the Fair Market Value of a share of Company Stock on the exercise date over (B) the exercise price ofthe SAR (subject to applicable withholding payment requirements).

 

(ii)        Allpayments under this Section 7(b) shall be made as soon as practicable, but in no event later than five business days, afterthe date of the exercise.

 

(c)        Term andExercise of SARs.

 

(i)        Each SAR shallbe exercisable on such date or dates, during such period, and for such number of shares of Company Stock as shall be determinedby the Board and set forth in the SAR agreement with respect to such SAR; *provided, however,* that no SAR shall be exercisableafter the expiration of ten years from the date such SAR was granted; *and provided, further*, that each SAR shall be subjectto earlier termination, expiration or cancellation as provided in the Plan.

 

(ii)        EachSAR may be exercised in whole or in part. The partial exercise of a SAR shall not cause the expiration, termination or cancellationof the remaining portion thereof. Upon the partial exercise of a SAR, the agreement evidencing such SAR, marked with such notationsas the Committee may deem appropriate to evidence such partial exercise, shall be returned to the Participant exercising suchSAR together with the payment described in Section 7(b) or 7(b)(ii)

hereof.

 

(iii)        A SAR shallbe exercised by delivering written notice to the Company’s principal office, to the attention of its Secretary. Such noticeshall be accompanied by the applicable agreement (or agreements) evidencing the SAR, shall specify the number of shares of CompanyStock with respect to which the SAR is being exercised, and shall be signed by the Participant. The date upon which such writtennotice is received by the Company shall be the exercise date for the SAR.

 

(iv)        During the lifetimeof a Participant, each SAR granted to him or her shall be exercisable only by him or her. No SAR shall be assignable or transferableotherwise than by will or by the laws of descent and distribution.

 

(d)        Terminationof Employment.

 

(i)        In the event thatthe employment of a Participant with the Company shall terminate (as determined by the Committee in its sole discretion) for anyreason other than Retirement, Disability, death or for Cause, (A) SARs granted to such Participant, to the extent that they wereexercisable at the time of such termination, shall remain exercisable until the 30th day after such termination, on which datethey shall expire and (B) SARs granted to such Participant, to the extent that they were not exercisable at the time of such termination,shall expire at the close of business on the date of such termination; *provided, however,* that no SAR shall be exercisableafter the expiration of its term.

 

 

(ii)        In the eventthat the employment of a Participant with the Company shall terminate on account of the Retirement, Disability or death of theParticipant, (A) SARs granted to such Participant, to the extent that they were exercisable at the time of such termination, shallremain exercisable until the expiration of their term and (B) SARs granted to such Participant, to the extent that they were notexercisable at the time of such termination, shall expire at the close of business on the date of such termination.

 

(iii)        In the eventof the termination of the Participant’s employment for Cause, all outstanding SARs granted to such Participant shall automaticallyexpire at the commencement of business as of the date of such termination.

 

(e)        Tandem SARs.

 

SARs may be grantedin tandem with Options (or on a stand-alone basis). To the extent SARs are granted in tandem with Options and SARs are exercised,the related Options shall be cancelled. Similarly, if and to the extent the Options are exercised, the related SARs shall be cancelled.

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The Board may grantshares of Restricted Stock pursuant to the Plan. Each grant of shares of Restricted Stock shall be evidenced by an agreement insuch form as the Committee shall from time to time approve. Each grant of shares of Restricted Stock shall comply with and be subjectto the following terms and conditions:

 

(a)        Issue Date and Vesting Date.

 

At the time of thegrant of shares of Restricted Stock, the Board shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dateswith respect to such shares. The Board may divide such shares into classes and assign a different Issue Date and/or Vesting Datefor each class. Except as provided in Sections 8(c) and 8(f) hereof, upon the occurrence of the Issue Date with respectto a share of Restricted Stock, a share of Restricted Stock shall be issued in accordance with the provisions of Section 8(d) hereof.Provided that all conditions to the vesting of a share of Restricted Stock imposed pursuant to Section 8(b) hereof are satisfied,and except as provided in Sections 8(c) and 8(f) hereof, upon the occurrence of the Vesting Date with respect to a shareof Restricted Stock, such share shall vest and the restrictions of Section 8(c) hereof shall cease to apply to such share.

 

(b)        Conditions to Vesting.

 

At the time of thegrant of shares of Restricted Stock, the Board may impose such restrictions or conditions, not inconsistent with the provisionshereof, to the vesting of such shares as it, in its absolute discretion, deems appropriate. By way of example and not by way oflimitation, the Board may require, as a condition to the vesting of any shares of Restricted Stock, that the Participant or theCompany achieve such performance criteria as the Board may specify at the time of the grant of such shares.

 

  

(c)        Restrictions on Transfer Priorto Vesting.

 

Prior to the vestingof a share of Restricted Stock, no transfer of a Participant’s rights to such share, whether voluntary or involuntary, byoperation of law or otherwise, shall vest the transferee with any interest, or right in, or with respect to, such share, but immediatelyupon any attempt to transfer such rights, such share, and all the rights related thereto, shall be forfeited by the Participantand the transfer shall be of no force or effect.

 

(d)        Issuance of Certificates.

 

(i)        Except as providedin Sections 8(c) or 8(f) hereof, reasonably promptly after the Issue Date with respect to shares of Restricted Stock,the Company shall cause to be issued a stock certificate, registered in the name of the Participant to whom such shares were granted,evidencing such shares; *provided, however,* that the Company shall not cause to be issued such stock certificate unlessit has received a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the followinglegend:

 

THE TRANSFERABILITY OF THISCERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING FORFEITUREPROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE COLOMBIA ENERGY RESOURCES,Inc. 2010 EQUITY INCENTIVE Plan AND INCENTIVE AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES ANDCOLOMBIA ENERGY RESOURCES, inc. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THEOFFICE OF THE SECRETARY OF FREEDOM RESOURCES ENTERPRISES, inc., 4265 SAN FELIPESTREET, SUITE 1100, HOUSTON, TX 77027.

 

Such legend shall not be removed from thecertificate evidencing such shares until such shares vest pursuant to the terms hereof.

 

(ii)        Each certificateissued pursuant to Section 8(d)(i) hereof, together with the stock powers relating to the shares of Restricted Stock evidencedby such certificate, shall be deposited by the Company with a custodian designed by the Company. The Company shall cause suchcustodian to issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of theParticipant.

 

(e)        Consequences Upon Vesting.

 

Upon the vesting ofa share of Restricted Stock pursuant to the terms hereof, the restrictions of Section 8(c) hereof shall cease to apply tosuch share. Reasonably promptly after a share of Restricted Stock vests pursuant to the terms hereof, the Company shall causeto be issued and delivered to the Participant to whom such share was granted, a certificate evidencing such share, free of thelegend set forth in Section 8(d)(i) hereof, together with any other property of the Participant held by the custodian pursuantto Section 8(d)(ii) hereof.

 

 

(f)        Effect of Termination of Employment.

 

(i)        In the event thatthe employment of a Participant with the Company shall terminate for any reason other than Cause prior to the vesting of sharesof Restricted Stock granted to such Participant, such Restricted Stock shall be forfeited on the date of such termination; *provided,however,* that the Committee may, in its sole and absolute discretion, vest the Participant in all or any portion of sharesof Restricted Stock which would otherwise be forfeited pursuant to the provisions of this Section.

 

(ii)        In the eventof the termination of a Participant’s employment for Cause, all shares of Restricted Stock granted to such Participant whichhave not vested as of the date of such termination shall immediately be forfeited.

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The Board may grantStock Bonuses in such amounts as it shall determine from time to time. A Stock Bonus shall be paid at such time and subject tosuch conditions as the Board shall determine at the time of the grant of such Stock Bonus. Certificates for shares of Company Stockgranted as a Stock Bonus shall be issued in the name of the Participant to whom such grant was made and delivered to such Participantas soon as practicable after the date on which such Stock Bonus is required to be paid.

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The Board may alsogrant awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such award vests (“RestrictedStock Units”).

 

(a)        Terms andConditions for Restricted Stock Units. The Board shall determine the terms and conditions of awards of Restricted Stock Units,including, but not limited to, the conditions for vesting, restrictions on transfer prior to vesting, payment of withholding taxes,and effect of termination of employment.

 

(b)        Settlement.Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit,the Participant shall, as determined by the Committee, be entitled to receive from the Company one share of Common Stock or (ifso provided in the applicable award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. TheCommittee may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis orat the election of the Participant in a manner that complies with Section 409A of the Code.

 

(c)        Voting Rights.A Participant shall have no voting rights with respect to any Restricted Stock Units.

 

(d)        DividendEquivalents. The award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equalto any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“DividendEquivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled incash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the RestrictedStock Units with respect to which paid, in each case to the extent provided in the Award agreement.

 

 

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Provided that theCommittee shall not take any action pursuant to this Section 11 which would cause any Incentive Award to become subject totaxation under Section 409A of the Code:

 

(a)        Shares Available for Grants.

 

In the event of anychange in the number of shares of Company Stock outstanding by reason of any stock dividend or split, reverse stock split, recapitalization,merger, consolidation, combination or exchange of shares or similar corporate change, the maximum number of shares of CompanyStock with respect to which the Board may grant Options, SARs, shares of Restricted Stock, Stock Bonuses, and Restricted StockAwards under Section 3 hereof shall be appropriately adjusted by the Committee. In the event of any change in the numberof shares of Company Stock outstanding by reason of any other event or transaction, the Committee may, but need not, make suchadjustments in the number of shares of Company Stock with respect to which Options, SARs, shares of Restricted Stock, Stock Bonusesand Restricted Stock Awards may be granted under Section 3

hereof as the Committee may deem appropriate.

 

(b)        Outstanding Restricted Stock.

 

Unless the Committeein its absolute discretion otherwise determines, any securities or other property (including dividends paid in cash) receivedby a Participant with respect to a share of Restricted Stock, the Issue Date with respect to which occurs prior to such event,but which has not vested as of the date of such event, as a result of any dividend, stock split, reverse stock split, recapitalization,merger, consolidation, combination, exchange of shares or similar corporate exchange will not vest until such share of RestrictedStock vests and shall be promptly deposited with the custodian designated pursuant to Section 8(d)(ii) hereof.

 

The Committee may,in its absolute discretion, adjust any grant of shares of Restricted Stock, the Issue Date with respect to which has not occurredas of the date of the occurrence of any of the following events, to reflect any dividend, stock split, reverse stock split, recapitalization,merger, consolidation, combination, exchange of shares or similar corporate change as the Committee may deem appropriate to preventthe enlargement or dilution of rights of Participants under the grant.

 

(c)        Outstanding Options, SARs, andRestricted Stock Units – Increase or Decrease in Issued Shares Without Consideration.

 

Subject to any requiredaction by the shareholders of the Company, in the event of any increase or decrease in the number of issued shares of Company Stockresulting from a subdivision or consolidation of shares of Company Stock or the payment of a stock dividend on the shares of CompanyStock, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company,the Committee may, but need not, proportionally adjust the number of shares of Company Stock subject to each outstanding Option,SAR, and Restricted Stock Unit and the exercise price per share of Company Stock of each such Option and SAR.

 

  

(d)        Outstanding Options, SARs, andRestricted Stock Units - Certain Mergers.

 

Subject to any requiredaction by the shareholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation(except a merger or consolidation as a result of which the holders of shares of Company Stock receive securities of another corporation),each Option, SAR, and Restricted Stock Unit outstanding on the date of such merger or consolidation shall pertain to and applyto the securities which a holder of the number of shares of Company Stock subject to such Option, SAR, or Restricted Stock Unitwould have received in such merger or consolidation.

 

(e)        OutstandingOptions, SARs, and Restricted Stock Units - Certain Other Transactions.

 

In the event of a dissolutionor liquidation of the Company; a sale of substantially all of the Company’s assets; a merger or consolidation involving theCompany in which the Company is not the surviving corporation; or a merger or consolidation involving the Company in which theCompany is the surviving corporation but the holders of shares of Company Stock receive securities of another corporation and/orother property, including cash, the Committee shall, in its absolute discretion, have the power to:

 

(i)        cancel, effectiveimmediately prior to the occurrence of such event, each Option and SAR outstanding immediately prior to such event (whether ornot then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Option or SAR was grantedan amount in cash, for each share of Company Stock subject to such Option or SAR, respectively, equal to the excess of (A) thevalue, as determined by the Committee in its absolute discretion, of the property (including cash) received by the holder of ashare of Company Stock as a result of such event over (B) the exercise price of such Option or SAR (subject to applicable withholdingpayment requirements);

 

(ii)        cancel, effectiveimmediately prior to the occurrence of such event, each Restricted Stock Unit outstanding immediately prior to such event (whetheror not then vested), and, in full consideration of such cancellation, pay to the Participant to whom such Restricted Stock Unitwas granted an amount in cash, for each share of Company Stock subject to such Restricted Stock Unit equal to the value, as determinedby the Committee in its absolute discretion, of the property (including cash) received by the holder of a share of Company Stockas a result of such event; or

 

(iii)        provide forthe exchange of each Option, SAR, and Restricted Stock Unit outstanding immediately prior to such event (whether or not then exercisable)for an option on or stock appreciation right or restricted stock unit with respect to, as appropriate, some or all of the propertyfor which such Option, SAR, or Restricted Stock Unit is exchanged and, incident thereto, make an equitable adjustment as determinedby the Committee in its absolute discretion in the exercise price of the option or stock appreciation right, or, if appropriate,provide for a cash payment to the Participant to whom such Option, SAR, or Restricted Stock Unit was granted in partial considerationfor the exchange of the Option, SAR, or Restricted Stock Unit.

 

 

(f)        Outstanding Options, SARs, andRestricted Stock Units - Other Changes.

 

In the event of anychange in the capitalization of the Company or a corporate change other than those specifically referred to in Sections 11(c) ,11(d) or 11(e) hereof, the Committee may, in its absolute discretion, make such adjustments in the number of sharessubject to Options, SARs, or Restricted Stock Units outstanding on the date on which such change occurs and in the per share exerciseprice of each such Option and SAR as the Committee may consider appropriate to prevent dilution or enlargement or rights.

 

(g)        No Other Rights.

 

Except as expresslyprovided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of Company Stock, thepayment of any dividend, any increase or decrease in the number of shares of Company Stock or any dissolution, liquidation, mergeror consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Companyof Company Stock, or securities convertible into shares of Company Stock, shall affect, and no adjustment by reason thereof shallbe made with respect to, the number of shares of Company Stock subject to an Incentive Award or the exercise price of any Optionor SAR.

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(a)        No Rights as a Stockholder.

 

No Person shall haveany rights as a stockholder with respect to any shares of Company Stock covered by or relating to any Incentive Award grantedpursuant to the Plan until the date the Person becomes the owner of record with respect to such shares. Except as otherwise expresslyprovided in Section 11 hereof, no adjustment to any Incentive Award shall be made for dividends or other rights for whichthe record date occurs prior to the date such stock certificate is issued.

 

(b)        Accrual of Dividends.

 

Whenever RestrictedShares are paid to a Participant or beneficiary under the Plan, such Participant or beneficiary shall also be entitled to receive,with respect to each Restricted Share paid, an amount equal to any cash dividends, and number of shares of Company Stock equalto any stock dividends, declared and paid with respect to a share of Company Stock between the date the relevant Restricted Shareaward was granted and the date the Restricted Shares are being distributed. At the discretion of the Committee, interest may bepaid on the amount of cash dividends withheld, including cash dividends on stock dividends, at a rate and subject to such termsas determined by the Committee.

 

 

 

(a)        No Special Employment Rights.

 

Nothing contained inthe Plan or any Incentive Award shall confer upon any Participant any right with respect to the continuation of his or her employmentby or service with the Company or any subsidiary of the Company or interfere in any way with the right of the Company, subjectto the terms of any separate employment or consulting agreement to the contrary, at any time to terminate such employment or serviceor to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an IncentiveAward.

 

(b)        No Rights to Incentive Awards.

 

No Person shall haveany claim or right to receive an Incentive Award hereunder. The Board’s granting of an Incentive Award to a Participant atany time shall neither require the Board to grant an Incentive Award to such Participant or any other Participant or other Personat any time nor preclude the Board from making subsequent grants to such Participant or any other Participant or other Person.

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(a)        The Companyshall be under no obligation to effect the registration pursuant to the Securities Act of any interests in the Plan or any sharesof Company Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein tothe contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of CompanyStock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificatesis in compliance with all applicable laws, regulations of governmental authority, and the requirements of NASDAQ and any othersecurities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance anddelivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares makesuch covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion,deems necessary or desirable.

 

(b)        The exerciseof any Option granted hereunder shall be effective only at such time as counsel to the Company shall have determined that the issuanceand delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmentalauthority, and the requirements of NASDAQ and any other securities exchange on which shares of Company Stock are traded. The Committeemay, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder in order to allow the issuanceof shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methodsfor compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decisionto defer the effectiveness of the exercise of an Option granted hereunder. During the period that the effectiveness of the exerciseof an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain a refund of any amountpaid with respect thereto.

 

 

(c)        All CompanyStock issued pursuant to the terms of the Plan shall constitute “restricted securities,” as that term is defined inRule 144 promulgated pursuant to the Securities Act, and may not be transferred except in compliance with the registration requirementsof the Securities Act or an exemption therefrom.

 

(d)        Certificatesfor shares of Company Stock, when issued, may have substantially the following legend, or statements of other applicable restrictions,endorsed thereon, and may not be immediately transferable:

 

THE SHARES OF STOCK REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARESMAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORYTO THE ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCHOFFER SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

 

This legend shall not be required for sharesof Company Stock issued pursuant to an effective registration statement under the Securities Act and in accordance with applicablestate securities laws.

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(a)        Cash Remittance.

 

Whenever shares of CompanyStock are to be issued upon the exercise of an Option, the occurrence of the Issue Date or Vesting Date with respect to a shareof Restricted Stock, the payment of a Stock Bonus, or the occurrence of the Vesting Date with respect to a Restricted Stock Unit,the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal,state, and local withholding tax requirements, if any, attributable to such exercise, occurrence or payment prior to the deliveryof any certificate or certificates for such shares. In addition, upon the exercise of an SAR, the Company shall have the rightto withhold from any cash payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and localwithholding tax requirements, if any, attributable to such exercise or grant.

 

(b)        Stock Remittance.

 

Subject to Section 15(c) hereof,at the election of the Participant, subject to the approval of the Committee, when shares of Company Stock are to be issued uponthe exercise of an Option, the occurrence of the Issue Date or the Vesting Date with respect to a share of Restricted Stock, thegrant of a Stock Bonus, or the occurrence of the Vesting Date with respect to a Restricted Stock Unit, in lieu of the remittancerequired by Section 15(a) hereof, the Participant may tender to the Company a number of shares of Company Stock determinedby such Participant, the Fair Market Value of which at the tender date the Committee determines to be sufficient to satisfy theminimum federal, state and local withholding tax requirements, if any, attributable to such exercise, occurrence or grant andnot greater than the Participant’s estimated total federal, state and local tax obligations associated with such exercise,occurrence or grant.

 

 

(c)        Stock Withholding.

 

The Company shall havethe right, when shares of Company Stock are to be issued upon the exercise of an Option, the occurrence of the Issue Date or theVesting Date with respect to a share of Restricted Stock, the grant of a Stock Bonus, or the occurrence of the Vesting Date withrespect to a Restricted Stock Unit, in lieu of requiring the remittance required by Section 15(a) hereof, to withhold a numberof such shares, the Fair Market Value of which at the exercise date the Committee determines to be sufficient to satisfy the federal,state and local withholding tax requirements, if any, attributable to such exercise, occurrence or grant and is not greaterthan the Participant’s estimated total, federal, state and local tax obligations associated with such exercise, occurrenceor grant.

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The Board may at anytime, or from time to time, suspend or terminate the Plan in whole or in part, or amend it in such respects as the Board may deemappropriate. No amendment, suspension or termination of the Plan shall, without the Participant’s consent, alter or impairany of the rights or obligations under any Option theretofore granted to a Participant under the Plan. The Board may amend thePlan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of Incentive Awards meetingthe requirements of future amendments or issued regulations, if any, to the Code or to the Exchange Act. Notwithstanding the foregoing,the Board shall not take any action which would cause any Incentive Award to become subject to taxation under Section 409A of theCode.

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The grant to a Participantof an Option or a SAR shall impose no obligation upon such Participant to exercise such Option or SAR.

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Upon the death ofa Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administratorsof the Participant’s estate or by any Person or Persons who shall have acquired such right to exercise by will or by thelaws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the rightto exercise any Incentive Award, shall be effective to bind the Company unless the Committee shall have been furnished with (a)written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validityof the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award thatare or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connectionwith the grant of the Incentive Award. Except as provided in this Section 18, no Incentive Award shall be transferable,and shall be exercisable only by a Participant during the Participant’s lifetime.

 

 

 

(a)        In the eventa Participant’s service with the Company terminates for any reason, the Company shall have an irrevocable right (the “RepurchaseRight”) for the five (5) year period immediately following such termination (or in the case of shares issued upon exerciseof the Option after such date of termination, within five (5) years immediately following the date of the exercise), or such longerperiod as may be agreed to by the Company and the Participant, to repurchase, at its option, from Participant or Participant’spersonal representative, as the case may be, (i) those shares underlying Incentive Awards issued hereunder (the “RepurchaseUnderlying Shares”) and (ii) those shares that Participant received in connection with or pursuant to the exercise of anIncentive Award (the “Repurchase Shares”).

 

(b)        The Companymay repurchase all or any of the Repurchase Shares at a price (“Repurchase Price”) equal to:

 

(i)        if Participant’semployment is terminated for Cause, the lesser of (A) the exercise price, if any, or (B) the Fair Market Value of such RepurchaseShares on the date of the repurchase;

 

(ii)        if Participant’semployment is terminated on account of Participant’s death or disability, the Fair Market Value of such Repurchase Shareson the date of the repurchase; or

 

(iii)        if Participant’semployment is terminated for any reason other than for Cause or on account of Participant’s death or disability, the FairMarket Value of such Repurchase Shares on the date of the repurchase.

 

(c)        The Companymay repurchase all or any of the Repurchase Underlying Shares at a Repurchase Price equal to:

 

(i)        if Participant’semployment is terminated on account of Participant’s death or disability, the Fair Market Value of such Repurchase UnderlyingShares on the date of the repurchase reduced by the aggregate exercise price payable for such Repurchase Underlying Shares; or

 

(ii)        if Participant’semployment is terminated for any reason other than for Cause or on account of Participant’s death or disability, the FairMarket Value of such Repurchase Underlying Shares on the date of the repurchase reduced by the aggregate exercise price payablefor such Repurchase Underlying Shares.

 

(d)        The RepurchaseRight shall be exercised by written notice signed by an officer of the Company and delivered or mailed to the Participant. Suchnotice shall identify the number of Repurchase Shares or Repurchase Underlying Shares to be repurchased and shall notify Participantof the time, place and date for closing of such repurchase, which shall be scheduled by the Company within ten (10) days of theend of the term of the Repurchase Right set forth above. The Company shall be entitled to pay for any shares repurchased pursuantto its Repurchase Right at the Company’s option in cash or with a note from the Company to the Participant, or by a combinationof both. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shallbecome the legal and beneficial owner of the shares being repurchased and all rights and interest therein or related thereto, andthe Company shall have the right to transfer to its own name the shares being repurchased by the Company, without further actionby the Participant.

 

 

(e)        In the eventof a conflict between the terms of this Section 19 and any agreement between the Company and the Participant related in anyway to the repurchase or purchase of any shares of the Company Stock owned by Participant, including, without limitation, a shareholderagreement, the terms of such other agreement shall prevail and control over the terms of this Section 19.

 

(f)        The Company’sRepurchase Rights under this Section 19 shall terminate on the date the Company becomes subject to the reporting requirementsof the Exchange Act.

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The expenses of thePlan shall be paid by the Company. Any proceeds received by the Company in connection with any Incentive Award will be used forgeneral purposes.

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In addition to theremedies of the Company elsewhere provided for herein, a failure by a Participant (or beneficiary) to comply with any of the termsand conditions of the Plan or the agreement executed by such Participant (or beneficiary) evidencing an Incentive Award, unlesssuch failure is remedied by such Participant (or beneficiary) within ten days after having been notified of such failure by theCommittee, shall be grounds for the cancellation and forfeiture of such Incentive Award, in whole or in part, as the Committee,in its absolute discretion may determine.

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The Plan was adoptedby the Board of Directors of the Company effective May 12, 2010. The Plan was subsequently ratified and approved by the shareholdersof the Company on May 12, 2010.

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The right to grantIncentive Awards under the Plan will terminate upon the expiration of ten years from the date the Plan was initially adopted.

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Except to the extentpreempted by an applicable federal law, the Plan will be construed and administered in accordance with the laws of the State ofNew York, without reference to the principles of conflicts of law.