Business Development Solutions, Inc. - Exhibit 10.1 - Prepared By TNT
   Filings Inc.










Exhibit 10.1

BUSINESS DEVELOPMENT SOLUTIONS, INC. 
2009 EQUITY
INCENTIVE PLAN 

	1. 	
      Purposes of the Plan. Business Development
      Solutions, Inc., a Delaware corporation (the “Company”) hereby
      establishes the BUSINESS DEVELOPMENT SOLUTIONS, INC. 2009 EQUITY INCENTIVE
      PLAN (the “Plan”). The purposes of this Plan are to promote the
      long- term growth and profitability of the Company and its Affiliates by
      stimulating the efforts of Employees, Directors and Consultants of the
      Company and its Affiliates who are selected to be participants, aligning
      the long-term interests of participants with those of stockholders,
      heightening the desire of participants to continue in working toward and
      contributing to the success of the Company, attracting and retaining the
      best available personnel for positions of substantial responsibility, and
      generally providing additional incentive for them to promote the success
      of the Company’s business through the grant of Awards of or pertaining to
      shares of the Company’s Common Stock. The Plan permits the grant of
      Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock,
      Restricted Stock Units, Stock Appreciation Rights, Performance Units,
      Performance Shares and Stock Grants as the Administrator may
    determine.

	 	 
	2. 	
      Definitions. The following definitions will apply
      to the terms in the Plan:



     “Administrator” means the
Board or any of its Committees as will be administering the Plan, in accordance
with Section 4. 

     “Affiliate” means any
corporation, partnership, limited liability company, limited liability
partnership, business trust, or other entity or person controlling, controlled
by or under common control of the Company, as determined by the Administrator in
its sole discretion. For purposes of this defined term, “control” means having
the power to direct or appoint the management of a company and “controlled” or
“controlling” shall have correlative meanings. The term “Affiliate” shall
include any business venture in which the Company has a direct or indirect
significant interest, as determined by the Administrator in its sole discretion.


     “Applicable Laws” means the
requirements relating to the administration of equity-based awards under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where Awards are,
or will be, granted under the Plan. 

     “Award” means, individually
or collectively, a grant under the Plan of Options, SARs, Restricted Stock,
Restricted Stock Units, Stock Grants, Performance Units or Performance Shares.


     “Award
Agreement” means the written or electronic agreement setting forth the terms
and provisions applicable to each Award granted under the Plan. The Award
Agreement is subject to the terms and conditions of the Plan. 

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

     “Change in Control” means the
occurrence of any of the following events:

	 	(i) 	
      Any “person” (as such term is used in Sections 13(d) and
      14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in
      Rule 13d-3








	 		
      of the Exchange Act), directly or indirectly, of
      securities of the Company representing fifty percent (50%) or more of the
      total voting power represented by the Company's then outstanding voting
      securities; provided however, that for purposes of this subsection, the
      following shall not constitute a Change in Control: (1) any acquisition of
      securities directly from the Company other than an acquisition by virtue
      of the exercise of a conversion privilege unless the security being so
      converted was itself acquired directly from the Company; (2) any
      acquisition by the Company; or (3) any acquisition by an employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      entity controlled by the Company or

	 	 	 
	 	(ii) 	
      A change in the composition of the Board occurring within
      a two-year period, as a result of which fewer than a majority of the
      directors are Incumbent Directors. “Incumbent Directors” means
      directors who either (A) are Directors as of the effective date of the
      Plan, or (B) are elected, or nominated for election, to the Board with the
      affirmative votes of at least a majority of the Directors at the time of
      such election or nomination (except where such election or nomination is
      in connection with an actual or threatened proxy contest relating to the
      election of directors to the Company);

	 	 	 
	 	(iii) 	
      The consummation of the sale, transfer or other
      disposition by the Company of all or substantially all of the Company's
      assets, except with respect to a sale, transfer or other disposition of
      assets to a Parent, Subsidiary, or Affiliate;

	 	 	 
	 	(iv) 	
      The consummation of a merger or consolidation of the
      Company with or into any other person, unless securities possessing more
      than 50% of the total combined voting power of the survivor’s or
      acquiror’s outstanding securities (or the securities of any parent
      thereof) are held by a person or persons who directly or indirectly held
      securities possessing more than 50% of the total combined voting power of
      the Company’s outstanding securities immediately prior to that
      transaction.



     For
avoidance of doubt, a transaction will not constitute a Change in Control if:
(i) its sole purpose is to change the state of the Company’s incorporation, or
(ii) its sole purpose is to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.

     “Code” means the Internal
Revenue Code of 1986, as amended. Any reference in the Plan to a section of the
Code will be a reference to any successor or amended section of the Code. 

     “Committee” means a committee
or subcommittee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 4 hereof. 

     “Common Stock” means the common
stock of the Company. 

     “Company” means Business
Development Solutions, Inc., a Delaware corporation, or any successor thereto.
For purposes of the Plan, the term “Company” shall include any present or future
Parent and Subsidiary.




     “Consultant” means any
person, including an advisor, engaged by the Company or any Affiliate of the
Company to render services to such entity. 

     “Covered Employee” means an
employee who is a “covered employee” within the meaning of Section 162(m) of the
Code. 

     “Designated Beneficiary”
means the beneficiary designated by a Participant, in a manner determined by the
Administrator, to receive amounts due or exercise rights of the Participant in
the event of the Participant’s death or, in the absence of an effective
designation by a Participant, the Participant’s estate. 

     “Director” means a member of
the Board or any board of directors (or similar governing authority) of any
Affiliate, including a non-employee Director. 

     “Employee” means any person,
including Officers and Directors, employed by the Company or any Affiliate of
the Company. Neither service as a Director nor payment of a director's fee by
the Company will be sufficient to constitute “employment” by the Company. 

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

     “Fair
Market Value” means, as of any date, the value of Common Stock determined as
follows: 

	 	(i) 	
      If the Common Stock is listed on any established stock
      exchange or a national market system, including without limitation, any
      division or subdivision of the Nasdaq Stock Market, its Fair Market Value
      will be the closing sales price for such stock (or the closing bid, if no
      sales were reported) as quoted on such exchange or system on the day of
      determination or, if no closing price is reported on that date, the
      closing price on the next preceding date for which a closing price is
      reported, as reported in The Wall Street Journal or such other source as
      the Administrator deems reliable; or

	 	 	 
	 	(ii) 	
      If the Common Stock is regularly quoted by a recognized
      securities dealer but selling prices are not reported, including without
      limitation quotation through the over the counter bulletin board
      (“OTCBB”) quotation service administered by the Financial Industry
      Regulatory Authority (“FINRA”), the Fair Market Value of a Share
      will be the mean between the high bid and low asked prices for the Common
      Stock on the day of determination, as reported in The Wall Street Journal
      or such other source as the Administrator deems reliable; or

	 	 	 
	 	(iii) 	
      In the absence of an established stock exchange or a
      national market system for, or regular quotation by a recognized
      securities dealer of, the Common Stock, OR IF THE ADMINISTRATOR DETERMINES
      IN ITS SOLE DISCRETION THAT THE SHARES ARE TOO THINLY TRADED FOR FAIR
      MARKET VALUE TO BE DETERMINED PURSUANT TO CLAUSES (i) OR (ii) ABOVE, the
      Fair Market Value will be determined in good faith by the Administrator,
      and to the extent Section 15 applies (a) with respect to ISOs, the Fair
      Market Value shall be determined in a manner consistent
with Code Section 422 or (b) with respect to NSOs or SARs, the Fair Market Value
shall be determined in a manner consistent with Code Section 409A. 







     “Grant
Date” means, for all purposes, the date on which the Administrator
determines to grant an Award, or such other later date as is determined by the
Administrator, provided that the Administrator cannot grant an Award prior to
the date the material terms of the Award are established. Notice of the
Administrator’s determination to grant an Award will be provided to each
Participant within a reasonable time after the Grant Date.

     “Incentive Stock Option” or
“ISO” means an Option that by its terms qualifies and is otherwise intended
to qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder. 

     “Nonstatutory Stock Option” or
“NSO” means an Option that by its terms does not qualify or is not intended
to qualify as an ISO. 

     “Officer” means a person who
is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder. 

     “Option” means a stock option
granted pursuant to the Plan. 

     “Optionee” means the holder of
an outstanding Option. 

     “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code. 

     “Participant” means the holder
of an outstanding Award. 

     “Performance Period” means,
in respect of a Performance Share or Performance Unit or Qualified
Performance-Based Awards, the time period during which the performance
objectives or other vesting provisions must be met.

     “Performance Share” means an
Award denominated in Shares which may vest in whole or in part upon attainment
of performance goals or other vesting criteria as the Administrator may
determine pursuant to Section 10. 

     “Performance Unit” means an
Award which may vest in whole or in part upon attainment of performance goals or
other vesting criteria as the Administrator may determine and which may be
settled for cash, Shares or other securities or a combination of the foregoing
pursuant to Section 10. 

     “Period of Restriction” means
the period during which Shares of Restricted Stock or Restricted Stock Units are
subject to forfeiture. 

     “Plan” means this 2009 Equity
Incentive Plan. 

     “Qualified Performance-Based
Award” means an Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. 




     “Restricted Stock” means
Shares awarded to a Participant subject to forfeiture in accordance with
Section 7. 

     “Restricted Stock Unit” means
the right to receive one Share at or after the end of the Period of Restriction,
which right is subject to forfeiture in accordance with Section 8 of the
Plan. 

     “Securities
Act” means the Securities Act of 1933, as amended. 

     “Service
Provider” means an Employee, Director or Consultant. 

     “Share”
means a share of the Common Stock, as adjusted in accordance with Section
13. 

     “Stock
Appreciation Right” or “SAR” means the right to receive payment from
the Company in an amount no greater than the excess of the Fair Market Value of
a Share at the date the SAR is exercised over a specified price fixed by the
Administrator in the Award Agreement, which shall not be less than the Fair
Market Value of a Share on the Grant Date. In the case of a SAR which is granted
in connection with an Option, the specified price shall be the Option exercise
price.

     “Stock
Grant” means the grant of Shares not subject to risk of forfeiture or
restrictions on transferability. 

     “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code. 

     “Ten
Percent Owner” means any Service Provider who is, on the grant date of an
ISO, the owner of Shares (determined with application of ownership attribution
rules of Section 424(d)) of the Code possessing more than 10% of the total
combined voting power of all classes of stock of the Company, or any Parent or
Subsidiaries. 

	3. 	
      Stock Subject to the
Plan.




	 	a. 	
      Stock Subject to the Plan. Subject to the
      provisions of Section 13, the maximum aggregate number of Shares
      that may be issued under the Plan is four million (4,000,000) Shares. The
      Shares may be authorized but unissued, or reacquired Common
  Stock.

	 	 	 
	 	b. 	
      Lapsed Awards. If an Award expires or becomes
      unexercisable without having been exercised in full or, with respect to
      Restricted Stock, Restricted Stock Units, Performance Shares or
      Performance Units, is forfeited in whole or in part to the Company, the
      unpurchased, forfeited or unissued Shares (as the case may be) which were
      subject to the Award will become available for future grant or sale under
      the Plan (unless the Plan has terminated). With respect to SARs, only
      Shares actually issued pursuant to an SAR will cease to be available under
      the Plan; all remaining Shares subject to the SARs will remain available
      for future grant or sale under the Plan (unless the Plan has terminated).
      Shares that have actually been issued under the Plan under any Award will
      not be returned to the Plan and will not become available for future
      distribution under the Plan; provided, however, that if Shares issued
      pursuant to Awards of Restricted Stock, Restricted Stock Units,
      Performance Shares or Performance Units are forfeited to the Company, such
      Shares will become available for future grant under the Plan. Shares that
      are exchanged by a Participant or withheld by the Company to pay the full
      or partial exercise price of an Award or to satisfy tax withholding
      obligations with respect to an Award will become available for future grant or sale
      under the Plan. To the extent an Award under the Plan is paid out in cash
      rather than Shares, such cash payment will not result in reducing the
      number of Shares available for issuance under the Plan. To the extent
      required by Section 162(m) of the Code, Shares subject to Awards that are
      cancelled shall not be available for future grant or sale under the
      Plan.








	 	 	 
	 	c. 	
      Share Reserve. The Company, during the term of
      this Plan, will at all times reserve and keep available such number of
      Shares as will be sufficient to satisfy the requirements of the
    Plan.




	4. 	
      Administration of the
Plan.




	 	a. 	
      Procedure. The Plan shall be administered by the
      Board or a Committee (or Committees) appointed by the Board, which
      Committee shall be constituted to comply with Applicable Laws. If and so
      long as the Common Stock is registered under Section 12(b) or 12(g) of the
      Exchange Act, the Board shall consider in selecting the Administrator and
      the membership of any committee acting as Administrator the requirements
      regarding: (i) “nonemployee directors” within the meaning of Rule 16b-3
      under the Exchange Act; (ii) “independent directors” as described in the
      listing requirements for any stock exchange on which Shares are listed;
      and (iii) Section 15(b)(i) of the Plan, if the Company grants any
      Qualified Performance-Based Award. The Board may delegate the
      responsibility for administering the Plan with respect to designated
      classes of eligible Participants to different committees consisting of two
      or more members of the Board, subject to such limitations as the Board or
      the Administrator deems appropriate. Committee members shall serve for
      such term as the Board may determine, subject to removal by the Board at
      any time.

	 	 	 
	 	b. 	
      Powers of the Administrator. Subject to the
      provisions of the Plan and the approval of any relevant authorities, and
      in the case of a Committee, subject to the specific duties delegated by
      the Board to such Committee, the Administrator will have the authority, in
      its discretion:




	 	i. 	
      to determine the Fair Market Value;

	 	 	 
	 	ii. 	
      to select the Service Providers to whom Awards may be
      granted hereunder;

	 	 	 
	 	iii. 	
      to determine the type of Award and number of Shares to be
      covered by each Award granted hereunder;

	 	 	 
	 	iv. 	
      to approve forms of agreement for use under the
    Plan;

	 	 	 
	 	v. 	
      to determine the terms and conditions, not inconsistent
      with the terms of the Plan, of any Award granted hereunder. Such terms and
      conditions include, but are not limited to, the exercise price, the time
      or times when Awards may be exercised (which may be based on continued
      employment, continued service or performance criteria), any vesting
      acceleration (whether by reason of a Change of Control or otherwise) or
      waiver of forfeiture, and any restriction or limitation regarding any
      Award or the Shares relating thereto, based in each case on such factors
      as the Administrator, in its sole discretion, will
  determine;








	 	vi. 	
      to construe and interpret the terms of the Plan and
      Awards granted pursuant to the Plan, including the right to construe
      disputed or doubtful Plan and Award provisions;

	 	 	 
	 	vii. 	
      to prescribe, amend and rescind rules and regulations
      relating to the Plan;

	 	 	 
	 	viii. 	
      to modify or amend each Award to the extent any
      modification or amendment is consistent with the terms of the Plan, and
      does not materially impair the rights of any Participant unless mutually
      agreed otherwise between the Participant and the Administrator, which
      agreement must be in writing and signed by the Participant and the
      Company;

	 	 	 
	 	ix. 	
      to allow Participants to satisfy withholding tax
      obligations in such manner as prescribed in Section 14;

	 	 	 
	 	x. 	
      to authorize any person to execute on behalf of the
      Company any instrument required to effect the grant of an Award previously
      granted by the Administrator;

	 	 	 
	 	xi. 	
      to delay issuance of Shares or suspend Participant’s
      right to exercise an Award as deemed necessary to comply with Applicable
      Laws;

	 	 	 
	 	xii 	
      to the extent permitted by Applicable Laws, to delegate,
      as it may deem appropriate, to one or more executive officers of the
      Company the authority to grant Awards to Service Providers who are not
      Officers and Directors, and exercise such other powers under the Plan as
      the Administrator may determine, in accordance with such guidelines as the
      Administrator shall set forth at any time or from time to time;
  and

	 	 	 
	 	xiii. 	
      to make all other determinations deemed necessary or
      advisable for administering the Plan.




	 	c. 	
      Effect of Administrator's Decision. The
      Administrator’s decisions, determinations and interpretations will be
      final and binding on all Participants and any other holders of Awards. Any
      decision or action taken or to be taken by the Administrator, arising out
      of or in connection with the construction, administration, interpretation
      and effect of the Plan and of its rules and regulations, shall, to the
      maximum extent permitted by Applicable Laws, be within its absolute
      discretion (except as otherwise specifically provided in the Plan) and
      shall be final, binding and conclusive upon the Company, all Participants
      and any person claiming under or through any
Participant.




	5. 	
      Authorization of
Grants




	 	a. 	
      Eligibility. NSOs, Restricted Stock, Restricted
      Stock Units, SARs, Performance Units and Performance Shares may be granted
      to Service Providers either alone or in combination with any other Awards.
      ISOs may be granted as specified in Section 15(a) to employees of
      the Company, and of any Parent or Subsidiary.

	 	 	 
	 	b. 	
      General Terms of Awards. Each grant of an Award
      shall be subject to all applicable terms and conditions of the Plan
      (including but not limited to any specific terms and conditions applicable
      to that type of Award set out in the following Sections), and such other
      terms and conditions, not inconsistent with the terms of the Plan, as
      the Administrator may prescribe. Any additional terms of an
      Award shall be set forth in an agreement evidencing the Award by and
      between the Company and the Participant.








	 	 	 
	 	c. 	
      Vesting Conditions. The Administrator may impose
      vesting schedules, limitations on transferability and forfeiture
      conditions on any Award granted under this Plan as the Administrator in
      its sole discretion may deem advisable or appropriate, on the basis of
      such conditions, including but not limited to, achievement of
      Company-wide, business unit, or individual goals (including, but not
      limited to, continued status as a Service Provider), or any other basis
      the Administrator may determine in its discretion and provide for in the
      applicable Award Agreement. The Administrator, in its discretion, may
      accelerate the time at which any such restrictions will lapse or be
      removed. The Administrator may, in its discretion, also provide for such
      complete or partial exceptions to an employment or service restriction as
      it deems equitable.

	 	 	 
	 	d. 	
      Effect of Termination of Employment, Etc. Except
      as otherwise provided in Section 13, unless the Administrator in its sole
      discretion shall at any time determine otherwise with respect to any
      Award, if the Participant’s employment or other association with the
      Company and its Affiliates ends for any reason, including because of the
      Participant’s employer ceasing to be an Affiliate, (a) any outstanding
      Option or SAR of the Participant shall cease to be exercisable in any
      respect not later than 90 days following that event and, for the period it
      remains exercisable following that event, shall be exercisable only to the
      extent exercisable at the date of that event, and (b) any other
      outstanding Award of the Participant shall be forfeited or otherwise
      subject to return to or repurchase by the Company on the terms specified
      in the applicable Award Agreement. Military or sick leave or other bona
      fide leave shall not be deemed a termination of employment or other
      association, provided that it does not exceed the longer of ninety
      (90) days or the period during which the absent Participant’s reemployment
      rights, if any, are guaranteed by statute or by
contract.




	6. 	
      Stock Options.




	 	a. 	
      Grant of Options. Subject to the terms and
      conditions of the Plan, the Administrator, at any time and from time to
      time, may grant Options to Service Providers in such amounts as the
      Administrator will determine in its sole discretion. The Administrator may
      grant NSOs, ISOs, or any combination of the two. ISOs shall be granted in
      accordance with Section 15(a) of the Plan.

	 	 	 
	 	b. 	
      Option Award Agreement. Each Option shall be
      evidenced by an Award Agreement that shall specify the type of Option
      granted, the Option price, the exercise date, the term of the Option, the
      number of Shares to which the Option pertains, vesting criteria and such
      other terms and conditions (which need not be identical among
      Participants) as the Administrator shall determine in its sole discretion.
      If the Award Agreement does not specify that the Option is to be treated
      as an ISO, the Option shall be deemed a NSO.

	 	 	 
	 	c. 	
      Exercise Price. The per Share exercise price for
      the Shares to be issued pursuant to exercise of an Option will be no less
      than the Fair Market Value per Share on the Grant Date.

	 	 	 
	 	d. 	
      Term of Options. The term of each Option will be
      stated in the Award Agreement. Unless terminated sooner in accordance with
      the remaining provisions of this Section 6, no Option shall be
      exercisable on or after the tenth anniversary of the Grant
  Date.








	 	e. 	
      Time and Form of
Payment.




	 	i. 	
      Exercise Date. Each Award Agreement shall specify
      how and when Shares covered by an Option may be purchased. The Award
      Agreement may specify waiting periods, the dates on which Options become
      exercisable or “vested” and, subject to the termination provisions of the
      Option, exercise periods. The Administrator may accelerate the
      exercisability of any Option or portion thereof.

	 	 	 
	 	ii. 	
      Exercise of Option. Any Option granted hereunder
      will be exercisable according to the terms of the Plan and at such times
      and under such conditions as determined by the Administrator and set forth
      in the Award Agreement. An Option may not be exercised for a fraction of a
      Share. An Option will be deemed exercised when the Company receives: (1)
      notice of exercise (in such form as the Administrator shall specify from
      time to time) from the person entitled to exercise the Option, and (2)
      full payment for the Shares with respect to which the Option is exercised
      (together with all applicable withholding taxes). Full payment may consist
      of any consideration and method of payment authorized by the Administrator
      and permitted by the Award Agreement and the Plan (together with all
      applicable withholding taxes). Shares issued upon exercise of an Option
      will be issued in the name of the Optionee or, if requested by the
      Optionee, in the name of the Optionee and his or her spouse or a
      Designated Beneficiary. Until the Shares are issued (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company), no right to vote or receive dividends or
      any other rights as a stockholder will exist with respect to the Shares
      subject to the Option, notwithstanding the exercise of the Option. The
      Company will issue (or cause to be issued) such Shares promptly after the
      Option is exercised. No adjustment will be made for a dividend or other
      right for which the record date is prior to the date the Shares are
      issued, except as provided in Section 13.

	 	 	 
	 	iii. 	
      Payment. The Administrator will determine the
      acceptable form of consideration for exercising an Option, including the
      method of payment. Such consideration may consist entirely
  of:




	 	(1) 	
      cash;

	 	 	 
	 	(2) 	
      check;

	 	 	 
	 	(3) 	
      to the extent not prohibited by Section 402 of the
      Sarbanes-Oxley Act of 2002, a promissory note;

	 	 	 
	 	(4) 	
      other Shares, provided Shares have a Fair Market Value on
      the date of surrender equal to the aggregate exercise price of the Shares
      as to which said Option will be exercised;

	 	 	 
	 	(5) 	
      to the extent not prohibited by Section 402 of the
      Sarbanes-Oxley Act of 2002, in accordance with any broker-assisted
      cashless exercise procedures approved by the Company and as in effect from
      time to time;








	 	(6) 	
      by asking the Company to withhold Shares from the total
      Shares to be delivered upon exercise equal to the number of Shares having
      a value equal to the aggregate exercise price of the Shares being
      acquired;

	 	 	 
	 	(7) 	
      any combination of the foregoing methods of payment;
      or

	 	 	 
	 	(8) 	
      such other consideration and method of payment for the
      issuance of Shares to the extent permitted by Applicable
  Laws.




	 	f. 	
      Forfeiture of Options. All unexercised Options shall be
      forfeited to the Company in accordance with the terms and conditions set
      forth in the Award Agreement and again will become available for grant
      under the Plan.




	7. 	
      Restricted Stock; Stock
Grants.




	 	a. 	
      Grant of Restricted Stock. Subject to the terms
      and conditions of the Plan, the Administrator, at any time and from time
      to time, may grant Shares of Restricted Stock to Service Providers in such
      amounts as the Administrator will determine in its sole
  discretion.

	 	 	 
	 	b. 	
      Restricted Stock Award Agreement. Each Award of
      Restricted Stock will be evidenced by an Award Agreement that will specify
      the Period of Restriction, the number of Shares granted, vesting criteria,
      transferability restrictions, and such other terms and conditions (which
      need not be identical among Participants) as the Administrator will
      determine in its sole discretion. Unless the Administrator determines
      otherwise, the Company (or its designee) as escrow agent will hold Shares
      of Restricted Stock until the restrictions on such Shares have lapsed. Any
      stock certificates issued in respect of an Award of Restricted Stock shall
      be registered in the name of the Participant and, unless otherwise
      determined by the Administrator, deposited by the Participant, together
      with a stock power endorsed in blank, with the Company (or its
      designee).

	 	 	 
	 	c. 	
      Terms and Conditions.




	 	i. 	
      Vesting Conditions. During the Period of
      Restriction, Shares of Restricted Stock shall be subject to vesting or
      forfeiture (including a right in the Company to reacquire Shares of
      Restricted Stock at less than the then Fair Market Value per Share)
      arising on the basis of such conditions as the Administrator may determine
      in its sole discretion. Any such risk of forfeiture may be waived or
      terminated, or the Period of Restriction shortened, at any time by the
      Administrator on such basis as it deems appropriate.

	 	 	 
	 	ii. 	
      Voting Rights. During the Period of Restriction,
      Service Providers holding Shares of Restricted Stock granted hereunder may
      exercise full voting rights with respect to those Shares, unless the
      Administrator determines otherwise.

	 	 	 
	 	iii. 	
      Dividends and Other Distributions. During the
      Period of Restriction, Service Providers holding Shares of Restricted
      Stock will be entitled to receive all dividends and other distributions
      paid with respect to such Shares, unless the Administrator determines
      otherwise. If any such dividends or distributions are paid in Shares, the
      Shares will be subject to the same restrictions
on transferability and forfeitability as the Shares of
      Restricted Stock with respect to which they were paid.








	 	 	 
	 	iv. 	
      Transferability. Except as provided in the Plan,
      Shares of Restricted Stock may not be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated until the end of the
      applicable Period of Restriction.




	 	d. 	
      Removal of Restrictions. All restrictions imposed
      on Shares of Restricted Stock shall lapse and the Period of Restriction
      shall end upon the satisfaction of the vesting conditions imposed by the
      Administrator. Shares of Restricted Stock not previously forfeited will be
      released from escrow as soon as practicable after the last day of the
      Period of Restriction or at such other time as the Administrator may
      determine, but in no event later than the 15th day of the third
      month following the end of the year in which vesting
  occurred.




	 	f. 	
      Stock Grants. Stock Grants shall be awarded solely
      in recognition of significant contributions to the success of the Company
      or its Affiliates, in lieu of compensation otherwise already due and in
      such other limited circumstances as the Administrator deems appropriate.
      Stock Grants shall be made without forfeiture conditions of any
    kind.




	8. 	
      Restricted Stock
Units.




	 	a. 	
      Grant of Restricted Stock Units. Subject to the
      terms and conditions of the Plan, the Administrator, at any time and from
      time to time, may grant Restricted Stock Units to Service Providers in
      such amounts as the Administrator will determine in its sole
      discretion.

	 	 	 
	 	b. 	
      Restricted Stock Units Award Agreement. Each Award
      of Restricted Stock Units will be evidenced by an Award Agreement that
      will specify the number of Restricted Stock Units granted, vesting
      criteria, form of payout, vesting criteria and such other terms and
      conditions (which need not be identical among Participants) as the
      Administrator will determine in its sole discretion.

	 	 	 
	 	c. 	
      Vesting Conditions. During the Period of
      Restriction, Shares of Restricted Stock shall be subject to vesting or
      forfeiture arising on the basis of such conditions as the Administrator
      may determine in its sole discretion. Any such risk of forfeiture may be
      waived or terminated, or the Period of Restriction shortened, at any time
      by the Administrator on such basis as it deems appropriate.

	 	 	 
	 	d. 	
      Time and Form of Payment. Upon satisfaction of the
      applicable vesting conditions, payment of vested Restricted Stock Units
      shall occur in the manner and at the time provided in the Award Agreement,
      but in no event later than the 15th day of the third month
      following the end of the year in which vesting occurred. Except as
      otherwise provided in the Award Agreement, Restricted Stock Units may be
      paid in cash (equal to the aggregate Fair Market Value of the Shares
      underlying the vested Restricted Stock Units), Shares, or a combination
      thereof at the sole discretion of the Administrator. Restricted Stock
      Units that are fully paid in cash will not reduce the number of Shares
      available for issuance under the Plan.




	9. 	
      Stock Appreciation
Rights.








	 	a. 	
      Grant of SARs. Subject to the terms and conditions
      of the Plan, the Administrator, at any time and from time to time, may
      grant SARs to Service Providers in such amounts as the Administrator will
      determine in its sole discretion.

	 	 	 
	 	b. 	
      Award Agreement. Each SAR grant will be evidenced
      by an Award Agreement that will specify the exercise price, the number of
      Shares underlying the SAR grant, the term of the SAR, the conditions of
      exercise, vesting criteria and such other terms and conditions (which need
      not be identical among Participants) as the Administrator will determine
      in its sole discretion.

	 	 	 
	 	c. 	
      Exercise Price and Other Terms. The per Share
      exercise price for the exercise of an SAR will be no less than the Fair
      Market Value per Share on the Grant Date. No SAR shall be exercisable on
      or after the tenth anniversary of the Grant Date.

	 	 	 
	 	d. 	
      Time and Form of Payment of SAR Amount. Upon
      exercise of a SAR, a Participant will be entitled to receive payment from
      the Company in an amount no greater than: (i) the difference between the
      Fair Market Value of a Share on the date of exercise over the exercise
      price; times (ii) the number of Shares with respect to which the SAR is
      exercised. An Award Agreement may provide for a SAR to be paid in cash,
      Shares of equivalent value, or a combination
thereof.




	10. 	
      Performance Units and Performance
  Shares.




	 	a. 	
      Grant of Performance Units and Performance Shares.
      Performance Units or Performance Shares may be granted to Service
      Providers at any time and from time to time, as will be determined by the
      Administrator, in its sole discretion. The Administrator will have
      complete discretion in determining the number of Performance Units and
      Performance Shares granted to each Participant.

	 	 	 
	 	b. 	
      Award Agreement. Each Award of Performance Units
      and Shares will be evidenced by an Award Agreement that will specify the
      initial value, the Performance Period, the number of Performance Units or
      Performance Shares granted, and such other terms and conditions (which
      need not be identical among Participants) as the Administrator will
      determine in its sole discretion.

	 	 	 
	 	c. 	
      Value of Performance Units and Performance Shares.
      Each Performance Unit will have an initial value that is established by
      the Administrator on or before the Grant Date. Each Performance Share will
      have an initial value equal to the Fair Market Value of a Share on the
      Grant Date.

	 	 	 
	 	d. 	
      Vesting Conditions and Performance Period. The
      Administrator will set performance objectives or other vesting provisions
      (including, without limitation, continued status as a Service Provider) in
      its discretion which, depending on the extent to which they are met, will
      determine the number or value of Performance Units or Performance Shares
      that will be paid out to the Participant. The time period during which the
      performance objectives or other vesting provisions must be met will be
      called the “Performance Period.” After the applicable Performance
      Period has ended, the holder of Performance Units shall be entitled to
      receive payout on the number and value of Performance Units or Performance
      Shares earned by the Participant over the Performance Period, to be
      determined as a function of the extent to which the corresponding
      performance objectives have been achieved.








	 	e. 	
      Time and Form of Payment. After the applicable
      Performance Period has ended, the holder of Performance Units or
      Performance Shares will be entitled to receive a payout of the number of
      vested Performance Units or Performance Shares by the Participant over the
      Performance Period, to be determined as a function of the extent to which
      the corresponding performance objectives or other vesting provisions have
      been achieved. Vested Performance Units or Performance Shares will be paid
      as soon as practicable after the expiration of the applicable Performance
      Period, but in no event later than the 15th day of the third
      month following the end of the year the applicable Performance Period
      expired. An Award Agreement may provide for the satisfaction of
      Performance Unit or Performance Share Awards in cash or Shares (which have
      an aggregate Fair Market Value equal to the value of the vested
      Performance Units or Performance Shares at the close of the applicable
      Performance Period) or in a combination thereof.

	 	 	 
	 	f. 	
      Forfeiture of Performance Units and Performance
      Shares. All unvested Performance Units or Performance Shares will be
      forfeited to the Company on the date set forth in the Award Agreement, and
      again will become available for grant under the
Plan.




	11. 	
      Leaves of Absence/Transfer Between Locations.
      Unless the Administrator provides otherwise or as required by Applicable
      Laws, vesting of Awards will be suspended during any unpaid leave of
      absence. An Employee will not cease to be an Employee in the case of (i)
      any approved leave of absence or (ii) transfers between locations of the
      Company or between the Company and any Affiliate.

	 	 
	12. 	
      Transferability of Awards. Unless otherwise
      provided in this Plan or otherwise determined by the Administrator, an
      Award may not be sold, pledged, assigned, hypothecated, transferred, or
      disposed of in any manner other than by will or by the laws of descent or
      distribution and may be exercised, during the lifetime of the Participant,
      only by the Participant. However, the Administrator may, at or after the
      grant of an Award other than an ISO, provide that such Award may be
      transferred by the recipient to a family member; provided, however,
      that any such transfer is without payment of any consideration whatsoever
      and that no transfer shall be valid unless first approved by the
      Administrator, acting in its sole discretion. For this purpose, “family
      member” means any child, stepchild, grandchild, parent, stepparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
      law, including adoptive relationships, any person sharing the employee’s
      household (other than a tenant or employee), a trust in which the
      foregoing persons have more than fifty (50) percent of the beneficial
      interests, a foundation in which the foregoing persons (or the
      Participant) control the management of assets, and any other entity in
      which these persons (or the Participant) own more than fifty (50) percent
      of the voting interests. If the Administrator makes an Award transferable,
      such Award will contain such additional terms and conditions as the
      Administrator deems appropriate.

	 	 
	13. 	
      Adjustments; Dissolution or Liquidation; Merger or
      Change in Control.




	 	a. 	
      Adjustments. In the event that any dividend or
      other distribution (whether in the form of cash, Shares, other securities,
      or other property), recapitalization, stock split, reverse stock split,
      reorganization, merger, consolidation, split-up, spin-off, combination,
      repurchase, or exchange of Shares or other securities of the Company, or
      other change in the corporate structure of the Company affecting the
      Shares occurs, the Administrator, in order to prevent diminution or
      enlargement of the benefits or potential benefits intended to be made
      available under the Plan, shall appropriately adjust the number and kind
      of Shares that may be delivered under the Plan, the
      Share-based limitations under Section 15b, and/or the number, kind, and
      price of Shares covered by each outstanding Award.








	 	 	 
	 	b. 	
      Dissolution or Liquidation. In the event of the
      proposed dissolution or liquidation of the Company, the Administrator will
      notify each Participant as soon as practicable prior to the effective date
      of such proposed transaction. To the extent it has not been previously
      exercised, an Award will terminate immediately prior to the consummation
      of such proposed action.

	 	 	 
	 	c. 	
      Change in Control. In the event of a Change in
      Control, any or all outstanding Awards may be assumed by the successor
      corporation on an equitable basis, which assumption shall be binding on
      all Participants. In the alternative, the successor corporation may
      substitute equivalent Awards (after taking into account the existing
      provisions of the Awards) on an equitable basis. The successor corporation
      may also issue, in place of outstanding Shares of the Company held by the
      Participant, substantially similar shares or other property subject to
      vesting requirements and repurchase restrictions no less favorable to the
      Participant than those in effect prior to the Change in Control.

	 	 	 
	 		
      In the event that the successor corporation does not
      assume or substitute for the Award, unless the Administrator provides
      otherwise, the Participant will fully vest in and have the right to
      exercise all of his or her outstanding Options and SARs, including Shares
      as to which such Awards would not otherwise be vested or exercisable, all
      restrictions on Restricted Stock and Restricted Stock Units will lapse,
      and, with respect to Performance Shares and Performance Units, all
      Performance Goals or other vesting criteria will be deemed achieved at
      target levels and all other terms and conditions met. In addition, if an
      Option or SAR is not assumed or substituted in the event of a Change in
      Control, the Administrator will notify the Participant in writing or
      electronically that the Option or SAR will be exercisable for a period of
      time determined by the Administrator in its sole discretion, and the
      Option or SAR will terminate upon the expiration of such period.

	 	 	 
	 		
      For the purposes of this Section 13(c), an Award
      will be considered assumed if, following the Change in Control, the Award
      confers the right to purchase or receive, for each Share subject to the
      Award immediately prior to the Change in Control, the consideration
      (whether stock, cash, or other securities or property) or, in the case of
      a SAR upon the exercise of which the Administrator determines to pay cash
      or a Performance Share or Performance Unit which the Administrator can
      determine to pay in cash, the fair market value of the consideration
      received in the Change in Control by holders of Common Stock for each
      Share held on the effective date of the transaction (and if holders were
      offered a choice of consideration, the type of consideration chosen by the
      holders of a majority of the outstanding Shares); provided, however, that
      if such consideration received in the Change in Control is not solely
      common stock of the successor corporation or its Parent, the Administrator
      may, with the consent of the successor corporation, provide for the
      consideration to be received upon the exercise of an Option or SAR or upon
      the payout of a Restricted Stock Unit, Performance Share or Performance
      Unit, for each Share subject to such Award (or in the case of Restricted
      Stock Units and Performance Units, the number of implied shares determined
      by dividing the value of the Restricted Stock Units and Performance Units,
      as applicable, by the per share consideration received by holders of
      Common Stock in the Change in Control), to be solely common stock of the
      successor corporation or its Parent equal in fair market value to the per
      share consideration received by holders of Common Stock in the Change in
      Control.







Notwithstanding anything in this
Section 13(c) to the contrary, (A) an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be
considered assumed upon a Change in Control if the Company or its successor
modifies any of such performance goals without the Participant's consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation's post-Change in Control corporate structure will not be
deemed to invalidate an otherwise valid Award assumption and (B) in the event of
an involuntary termination of services of a Service Provider for any reason
other than death, disability or cause within six (6) months following the
consummation of a Change in Control, any of his or her Awards assumed or
substituted in the Change in Control which are subject to vesting conditions
and/or a right of repurchase in favor of the Company or a successor entity,
shall accelerate in full. All such Accelerated Awards shall be exercisable for a
period of one (1) year following termination, but in no event after expiration
date of such Award.

	14. 	
      Tax Withholding.




	 	a. 	
      Withholding Requirements. Prior to the delivery of
      any Shares or cash pursuant to an Award (or exercise thereof), the Company
      will have the power and the right to deduct or withhold or cause to be
      deducted or withheld, or require a Participant to remit to the Company or
      its Affiliates, an amount sufficient to satisfy national, federal, state,
      provincial, local, foreign or other taxes required by Applicable Laws to
      be withheld with respect to such Award (or exercise thereof).

	 	 	 
	 	b. 	
      Withholding Arrangements. The Administrator, in
      its sole discretion and pursuant to such procedures as it may specify from
      time to time, may permit a Participant to satisfy such tax withholding
      obligation, in whole or in part by (without limitation) (i) paying cash,
      (ii) electing to have the Company withhold otherwise deliverable Shares
      having a Fair Market Value equal to the amount required to be withheld, or
      (iii) delivering to the Company already-owned Shares having a Fair Market
      Value equal to the amount required to be withheld. The amount of the
      withholding requirement will be deemed to include any amount which the
      Administrator agrees may be withheld at the time the election is made. The
      Fair Market Value of the Shares to be withheld or delivered will be
      determined as of the date that the taxes are required to be
    withheld.




	15. 	
      Provisions Applicable In the Event the Company or the
      Service Provider is Subject to U.S.
Taxation.




	 	a. 	
      Grant of Incentive Stock Options. If the
      Administrator grants Options to Employees subject to U.S. taxation, the
      Administrator may grant such Employee an ISO and the following terms shall
      also apply:




	 	i. 	
      Maximum Amount. Subject to the provisions of
      Section 13, to the extent consistent with Section 422 of the Code,
      not more than an aggregate of four million (4,000,000) Shares may be
      issued as ISOs under the Plan.

	 	 	 
	 	ii. 	
      General Rule. Only employees of the Company or any
      Parent or Subsidiary shall be eligible for the grant of ISOs.

	 	 	 
	 	iii. 	
      Continuous Employment. Unless otherwise provided
      under the Code, the ISO will cease to be treated as an ISO unless the
      Optionee remains in the continuous employ of the Company or its Parent or
Subsidiaries from the date the ISO is granted until not more than three months
before the date on which it is exercised (or such longer periods as may be
permitted in the event termination is due to death or Disability). A leave of
absence approved by the Company may exceed ninety (90) days if reemployment upon
expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, then three (3) months following the ninety-first (91st) day of such
leave any ISO held by the Optionee will cease to be treated as an ISO.







 

	 	iv. 	
      Award Agreement.




	 	(1) 	
      The Administrator shall designate Options granted as ISOs
      in the Award Agreement. Notwithstanding such designation, to the extent
      that the aggregate Fair Market Value of the Shares with respect to which
      ISOs are exercisable for the first time by the Optionee during any
      calendar year (under all plans of the Company and any Parent or
      Subsidiary) exceeds one hundred thousand dollars ($100,000), Options will
      not qualify as an ISO. For purposes of this section, ISOs will be taken
      into account in the order in which they were granted. The Fair Market
      Value of the Shares will be determined as of the time the Option with
      respect to such Shares is granted.

	 	 	 
	 	(2) 	
      The Award Agreement shall specify the term of the ISO.
      The term shall not exceed ten (10) years from the Grant Date or five (5)
      years from the Grant Date for Ten Percent Owners.

	 	 	 
	 	(3) 	
      The Award Agreement shall specify an exercise price of
      not less than the Fair Market Value per Share on the Grant Date or one
      hundred ten percent (110%) of the Fair Market Value per Share on the Grant
      Date for Ten Percent Owners.

	 	 	 
	 	(4) 	
      The Award Agreement shall specify that an ISO is not
      transferable except by will, beneficiary designation or the laws of
      descent and distribution.




	 	v. 	
      Form of Payment. The consideration to be paid for
      the Shares to be issued upon exercise of an ISO, including the method of
      payment, shall be determined by the Administrator at the time of grant in
      accordance with Section 6(e)(iii).

	 	 	 
	 	vi. 	
      “Disability,” for purposes of an ISO, means total
      and permanent disability as defined in Section 22(e)(3) of the
  Code.

	 	 	 
	 	vii. 	
      Notice. In the event of any disposition of the
      Shares acquired pursuant to the exercise of an ISO within two years from
      the Grant Date or one year from the exercise date, the Optionee will
      notify the Company thereof in writing within thirty (30) days after such
      disposition. In addition, the Optionee shall provide the Company with such
      information as the Company shall reasonably request in connection with
      determining the amount and character of Optionee’s income, the Company’s
      deduction, and the Company’s obligation to withhold taxes or
  other amounts incurred by reason of a
disqualifying disposition, including the amount thereof.







 

	 	b. 	
      Performance-based Compensation. If the Company
      grants an Award as “performance- based compensation” for which it claims
      deductions that are subject to the Code Section 162(m) limitation on its
      U.S. tax returns, then the following terms shall control over any contrary
      provision contained in the Plan and be applied in a manner consistent with
      the requirements of, and only to the extent required for compliance with,
      the exclusion from the limitation on deductibility of compensation under
      Section 162(m) of the Code:




	 	i. 	
      Outside Directors. All grants of Awards intended
      to qualify as Qualified Performance-Based Awards and determination of
      terms applicable thereto shall be made by the Administrator or, if not all
      of the members thereof qualify as “outside directors” within the meaning
      of applicable regulations under Section 162 of the Code, a subcommittee of
      the Administrator consisting of such of the members of the Administrator
      as do so qualify. Any action by such a subcommittee shall be considered
      the action of the Administrator for purposes of the Plan.

	 	 	 
	 	ii. 	
      Applicability. This Section 15b will apply only to
      those Covered Employees, or to those persons who the Administrator
      determines are reasonably likely to become Covered Employees in the period
      covered by an Award, selected by the Administrator to receive Qualified
      Performance-Based Awards. The Administrator may, in its discretion, grant
      Awards not intended to qualify as Qualified Performance-Based Awards to
      Covered Employees that do not satisfy the requirements of this Section
      15b.

	 	 	 
	 	iii. 	
      Maximum Amount. Subject to the provisions of
      Section 13, the maximum number of Shares that can be subject to
      Awards granted to any individual Participant in the aggregate in any one
      fiscal year of the Company is three million (3,000,000) Shares. For
      purposes of this limitation:




	 	(1) 	
      For Awards denominated in Shares and satisfied in cash,
      the maximum Award to any individual Participant in the aggregate in any
      one fiscal year of the Company is the Fair Market Value of three million
      (3,000,000) Shares on the Grant Date; and

	 	 	 
	 	(2) 	
      The maximum amount payable pursuant to any cash Awards to
      any individual Participant in the aggregate in any one fiscal year of the
      Company is the Fair Market Value of three million (3,000,000) Shares on
      the Grant Date.




	 	iv. 	
      Performance Criteria. All performance criteria
      must be objective and be established in writing prior to the beginning of
      the Performance Period or at later time as permitted by Section 162(m) of
      the Code and shall otherwise meet the requirements of Section 162(m) of
      the Code, including the requirement that the outcome of the performance
      goals be substantially uncertain (as defined in the regulations under
      Section 162(m) of the Code) at the time established. Performance criteria
      may include alternative and multiple performance goals and may be based on
      one or more business and/or financial criteria. In establishing the
      performance goals, the Committee in its discretion may include one or
      any combination of the following criteria
in either absolute or relative terms, for the Company or any Subsidiary:








 

	 	(1) 	
      Increased revenue;

	 	 	 
	 	(2) 	
      Net income measures (including but not limited to income
      after capital costs and income before or after taxes);

	 	 	 
	 	(3) 	
      Stock price measures (including but not limited to growth
      measures and total stockholder return);

	 	 	 
	 	(4) 	
      Market share;

	 	 	 
	 	(5) 	
      Earnings per Share (actual or targeted growth);

	 	 	 
	 	(6) 	
      Earnings before interest, taxes, depreciation, and
      amortization (“EBITDA”);

	 	 	 
	 	(7) 	
      Cash flow measures (including but not limited to net cash
      flow and net cash flow before financing activities);

	 	 	 
	 	(8) 	
      Return measures (including but not limited to return on
      equity, return on average assets, return on capital, risk-adjusted return
      on capital, return on investors’ capital and return on average
    equity);

	 	 	 
	 	(9) 	
      Operating measures (including operating income, funds
      from operations, cash from operations, after-tax operating income, sales
      volumes, production volumes, and production efficiency);

	 	 	 
	 	(10) 	
      Expense measures (including but not limited to overhead
      cost and general and administrative expense);

	 	 	 
	 	(11) 	
      Margins;

	 	 	 
	 	(12) 	
      Stockholder value;

	 	 	 
	 	(13) 	
      Total stockholder return;

	 	 	 
	 	(14) 	
      Proceeds from dispositions;

	 	 	 
	 	(15) 	
      Total market value; and

	 	 	 
	 	(16) 	
      Corporate values measures (including but not limited to
      ethics compliance, environmental, and safety).




	 	c. 	
      Stock Options and SARs Exempt from Section 409A of the
      Code. If the Administrator grants Options or SARs to Service Providers
      subject to U.S. taxation, the Company must qualify as an eligible issuer
      of service recipient stock within the meaning of Section 409A of the Code
      with respect to such Service Provider (unless the Option or SAR otherwise
      complies with Section 409A of the Code), and the Administrator may not
      modify or amend the Options or SARs to the extent that the modification or
      amendment adds a feature allowing for additional deferral within the
      meaning of Section 409A of the Code.




	16. 	
      Grants to Foreign Nationals. Awards may be granted
      to Service Providers who are foreign nationals or employed outside the
      United States, or both, on such terms and conditions different from those
      applicable to grants to Services Providers in the United States as in the
      judgment of the Administrator may be necessary or desirable in order to
      recognize differences in local law or tax policy, and such Awards shall be
      considered granted pursuant to a non-U.S. sub-plan. The Administrator also
      may impose conditions on the exercise or vesting of Awards in order
    to minimize the company’s obligation with respect to tax
equalization for employees on assignments outside their home country. 







 

	17. 	
      No Effect on Employment or Service. Neither the
      Plan nor any Award will confer upon any Participant any right with respect
      to continuing the Participant's relationship as a Service Provider with
      the Company or any Affiliate of the Company, nor will they interfere in
      any way with the Participant's right or the Company's or its Affiliates’
      right to terminate such relationship at any time, with or without cause,
      to the extent permitted by Applicable Laws.

	 	 
	18. 	
      Effective Date. The Plan’s effective date is the
      date on which it is adopted by the Board, so long as it is approved by the
      Company’s stockholders at any time within twelve (12) months of such
      adoption. Upon approval of the Plan by the stockholders of the Company,
      all Awards issued pursuant to the Plan on or after the Effective Date
      shall be fully effective as if the stockholders of the Company had
      approved the Plan on the Effective Date. If the stockholders fail to
      approve the Plan within one year after the Effective Date, any Awards made
      hereunder shall be null and void and of no effect.

	 	 
	19. 	
      Term of Plan. The Plan will terminate 10 years
      following the earlier of (i) the date it was adopted by the Board or (ii)
      the date it became effective upon approval by stockholders of the Company,
      unless sooner terminated by the Board pursuant to Section
  19.

	 	 
	20. 	
      Amendment and Termination of the
  Plan.




	 	a. 	
      Amendment and Termination. The Board may at any
      time amend, alter, suspend or terminate the Plan.

	 	 	 
	 	b. 	
      Stockholder Approval. The Company will obtain
      stockholder approval of any Plan amendment to the extent necessary and
      desirable to comply with Applicable Laws.

	 	 	 
	 	c. 	
      Effect of Amendment or Termination. No amendment,
      alteration, suspension or termination of the Plan will impair the rights
      of any Participant, unless mutually agreed otherwise between the
      Participant and the Administrator, which agreement must be in writing and
      signed by the Participant and the Company. Termination of the Plan will
      not affect the Administrator's ability to exercise the powers granted to
      it hereunder with respect to Awards granted under the Plan prior to the
      date of such termination.




	21. 	
      Conditions Upon Issuance of
  Shares.




	 	a. 	
      Legal Compliance. The Administrator may delay or
      suspend the issuance and delivery of Shares, suspend the exercise of
      Options or SARs, or suspend the Plan as necessary to comply with
      Applicable Laws. Shares will not be issued pursuant to the exercise of an
      Award unless the exercise of such Award and the issuance and delivery of
      such Shares will comply with Applicable Laws and will be further subject
      to the approval of counsel for the Company with respect to such
      compliance.

	 	 	 
	 	b. 	
      Corporate Restrictions on Rights in Shares. Any
      Shares to be issued pursuant to Awards granted under the Plan shall be
      subject to all restrictions upon the transfer thereof which may be now or
      hereafter imposed by the charter, certificate or articles, and by-laws, of
      the Company. In addition, either at the time an Award is granted or by
      subsequent action, the Administrator may, but need not, impose such
      restrictions, conditions or limitations as it determines appropriate as to
      the timing and manner of any resales or other subsequent transfers by a Participant, or a holder of
      Shares acquired pursuant to the Plan, of any Share issued under an Award,
      including without limitation (a) restrictions under an insider trading
      policy, (b) restrictions designed to delay and/or coordinate the timing
      and manner of sales by the Participant(s), and (c) restrictions as to the
      use of a specified brokerage firm for such resales or other
    transfers.








	 	 	 
	 	c. 	
      Registration. If the Company shall deem it
      necessary or desirable to register under the Securities Act or other
      Applicable Law any Shares issued or to be issued pursuant to Awards
      granted under the Plan, or to qualify any such Shares for exemption from
      the Securities Act or other Applicable Law, then the Company may, but
      shall not be required to, take such action at its own expense. The Company
      may require from each Participant, or each holder of Shares acquired
      pursuant to the Plan, such information in writing for use in any
      registration statement, prospectus, preliminary prospectus or offering
      circular as is reasonably necessary for that purpose and may require
      reasonable indemnity to the Company and its officers and directors from
      that holder against all losses, claims, damage and liabilities arising
      from use of the information so furnished and caused by any untrue
      statement of any material fact therein or caused by the omission to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances under
      which they were made. In addition, the Company may require any such person
      to agree to lock-up terms as the Company may deem advisable or
      appropriate.

	 	 	 
	 	d. 	
      Investment Representations. As a condition to the
      exercise of an Award, the Shares to be issued pursuant to such Award shall
      have been effectively registered under the Securities Act, or the
      Participant exercising such Award shall have made such written
      representations and warranties to the Company (upon which the Company
      believes it may reasonably rely) as the Administrator may deem necessary
      or appropriate for the purposes of confirming that the issuance of the
      Shares pursuant to such Award will be exempt from the registration
      requirements of the Securities Act and any applicable state securities
      laws and otherwise in compliance with all Applicable Laws, including but
      not limited to that the Participant is acquiring the Shares only for
      investment and without any present intention to sell or distribute such
      Shares.

	 	 	 
	 	e. 	
      Placement of Legends; Stop Orders; etc. Each Share
      to be issued pursuant to Awards granted under the Plan may bear a
      reference to the investment representation made in accordance with Section
      20d in addition to any other applicable restriction under the Plan, the
      terms of the Award and to the fact that no registration statement has been
      filed with the Securities and Exchange Commission in respect to such
      Shares. All certificates for Shares or other securities delivered under
      the Plan shall be subject to such stock transfer orders and other
      restrictions as the Administrator may deem advisable under the rules,
      regulations, and other requirements of any stock exchange upon which the
      Shares is then listed, and any Applicable Law, and the Administrator may
      cause a legend or legends to be put on any such certificates to make
      appropriate reference to such restrictions.




	22. 	
      Inability to Obtain Authority. The inability of
      the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company’s counsel to be
      necessary to the lawful issuance and sale of any Shares hereunder, will
      relieve the Company of any liability in respect of the failure to issue or
      sell such Shares as to which such requisite authority will not have been
      obtained.








	23. 	
      Repricing Prohibited; Exchange And Buyout of
      Awards. The repricing or termination and subsequent repricing of
      Options or SARs at a lower purchase price per Share than the original
      grant is prohibited without prior stockholder approval. The Administrator
      may authorize the Company, with prior stockholder approval and the consent
      of the respective Participants, to issue new Option or SAR Awards in
      exchange for the surrender and cancellation of any or all outstanding
      Awards. The Administrator may at any time repurchase Options with payment
      in cash, Shares or other consideration, based on such terms and conditions
      as the Administrator and the Participant shall agree.

	 	 
	24. 	
      Substitution and Assumption of Awards. The
      Administrator may make Awards under the Plan by assumption, substitution
      or replacement of performance shares, phantom shares, stock awards, stock
      options, stock appreciation rights or similar awards granted by another
      entity (including an Affiliate), if such assumption, substitution or
      replacement is in connection with an asset acquisition, stock acquisition,
      merger, consolidation or similar transaction involving the Company (and/or
      its Affiliate) and such other entity (and/or its affiliate). The
      Administrator may also make Awards under the Plan by assumption,
      substitution or replacement of a similar type of award granted by the
      Company prior to the adoption and approval of the Plan. Notwithstanding
      any provision of the Plan (other than the maximum number of shares of
      Common Stock that may be issued under the Plan), the terms of such
      assumed, substituted or replaced Awards shall be as the Administrator, in
      its discretion, determines is appropriate.

	 	 
	25. 	
      Governing Law. The Plan and all Agreements shall
      be construed in accordance with and governed by the laws of the State of
      Delaware.



Adopted by the Board of Directors on August 14, 2009