Freedom
Resources Enterprises, Inc.

      


      2010
Equity Incentive Plan

       

      Adopted
and Effective as of May 12, 2010


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FREEDOM
RESOURCES ENTERPRISES, INC.

      2010
Equity Incentive Plan

      


      
        	
                1.

              	
                Purpose
      of the Plan.

              


      

       

      This Freedom Resources Enterprises,
Inc. 2010 Equity Incentive Plan is intended to promote the interests of the
Company and its shareholders by providing the Company’s officers, directors,
employees and consultants, on whose judgment, initiative and efforts the
successful conduct of the business of the Company depends, and who are
responsible for the management, growth and protection of the business, with
appropriate incentives and rewards to encourage them to continue in the employ
of the Company and to maximize their performance.

       

      
        	
                2.

              	
                Definitions.

              


      

       

      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 an employment 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 the
termination of the Participant’s employment on account of: (ii) the willful and
continued failure by the Participant substantially to perform his or her duties
and obligations to the Company (other than any such failure resulting from
incapacity due to physical or 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 Participant of the Participant’s
duty of loyalty to the Company such as Participant’s solicitation of customers
or employees of the Company on behalf of any other Person, (v) the Participant’s
unauthorized removal from the Company’s premises of any document (in any medium
or form) relating to the Company, its business or its customers, provided, however, that no
such removal shall be deemed “unauthorized” if it is in furtherance of an
individual’s duties and obligations to the Company and such removal is a common
practice at the Company, (vi) the Participant’s unauthorized disclosure to any
Person of any confidential information regarding the Company, or (vii) the
willful engaging by the Participant in any other misconduct which is materially
injurious to the Company.  For purposes of this Section 2(b), no act,
or failure to act, on a Participant’s part shall be considered “willful” unless
done, or omitted to be done, by the Participant in bad faith and without
reasonable belief that the action or omission was in the best interests of the
Company.  Any rights the Company may have hereunder in respect of the
events giving rise to Cause shall be in addition to the rights the Company may
have under any other agreement with 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, such
Participant’s employment shall, at the election of the Committee in its sole
discretion, be deemed to have been terminated for Cause.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (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 than two “Non-Employee Directors” within the meaning of Rule 16b-3, as
promulgated under the Securities Exchange Act of 1934, as amended.  In
the event the Board has not established a Compensation Committee or that the
Compensation Committee is not composed of at least two Non-Employee Directors
when the Company is subject to the Exchange Act, or, in the event the Committee
is unable to act, the Board shall take any and all actions required or permitted
to be taken by the Committee under the Plan and shall serve as the
Committee.

       

      (e)          “Company”
shall mean Freedom Resources Enterprises, Inc., a Nevada
corporation.

       

      (f)           “Company
Stock” 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)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

       

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

       

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

       

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

       

      (j)           “Incentive
Award” shall mean an Option, a SAR, a Restricted Stock, or a Stock Bonus Award
granted pursuant to the terms of the Plan.


      
        
           


        

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

       

      (l)
           “Issue
Date”  shall mean the date established by the Committee or the Board
on which certificates representing shares of Restricted Stock shall be issued by
the Company pursuant to the terms of Section 8(d) hereof.

       

      (m)          “Non-Qualified
Stock 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 Option is 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 any subsidiary 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 Freedom Resources Enterprises, Inc. 2010 Equity Incentive Plan,
as it may be amended from time to time.

       

      (r) 
          “Restricted Stock”
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)           “Retirement”
shall mean a Participant’s termination of employment (other than by reason of
death or Disability and other than a termination that 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) the date the Participant has completed ten years of service with
the Company.

       

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

       

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

       

      (v)           “Stock
Bonus” shall mean a grant of a bonus payable in shares of Company Stock pursuant
to Section 9 hereof.

       

      (w)          “Vesting
Date” shall mean the date and/or dates established by the Board on which an
Incentive Award may vest.  In the absence of provisions in 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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        	
                3.

              	
                Stock
      Subject to the Plan.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Plan
      Awards.

              


      

       

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

       

      
        	
                 
      

              	
                (b)

              	
                Individual
      Awards.

              


      

       

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

       

      
        	
                 
      

              	
                (c)

              	
                Aggregate Plan Share
      Reserve.

              


      

       

      The total number of shares of Company
Stock available for grants of Incentive Awards under the Plan shall be
3,300,000, subject to adjustment in accordance with Section 10 of the
Plan.  These shares may be either authorized but unissued shares,
newly-issued shares or reacquired shares of Company Stock.  If an
Incentive Award or portion thereof shall expire or terminate for any reason
without having been exercised in full, the unexercised shares covered by such
Incentive Award shall be available for future grants of Incentive Awards under
the Plan.

       

      
        	
                4.

              	
                Administration
      of the Plan.

              


      

       

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

       

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

       

      The Committee may, in its absolute
discretion, without amendment to the Plan, (i) accelerate the date on which any
Option or SAR granted under the Plan becomes exercisable or otherwise adjust any
of the terms of such Option or SAR (except that no such adjustment shall,
without the 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 imposed thereunder, and (iii) 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 Section 409A of the Code.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      In addition, the Board may, in its
absolute discretion and without amendment to the Plan, grant Incentive Awards of
any type to Participants on the condition that 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 which they relate, (ii) the exercise price (if
any) of such replacement Incentive Awards is different than the exercise price
of the cancelled Incentive Awards to which they relate, and (iii) such
replacement Incentive Awards are granted in compliance with the terms of the
Plan and are not, and would not cause any other Incentive Award to become,
subject to taxation under Section 409A of the Code.  Notwithstanding
Section 3(c) herein, prior to the surrender of such other Incentive Awards,
Incentive Awards granted pursuant to the preceding sentence of this Section 4
shall not count against the limit set forth in such Section 3(c).

       

      Whether an authorized leave of absence,
or absence in military or government service, shall constitute termination of
employment shall be determined by the Committee, subject to applicable
laws.

       

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

       

      
        	
                5.

              	
                Eligibility.

              


      

       

      The
Persons who shall be eligible to receive Incentive Awards pursuant to the Plan
shall be those employees, officers and directors of the Company or any
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 subsidiary of the Company shall be eligible to
receive Incentive Awards consisting of Incentive Stock Options.

       

      
        	
                6.

              	
                Stock
      Option Awards.

              


      

       

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


      
        
           


        

        
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                (a)

              	
                Identification of
      Options.

              


      

       

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

       

      
        	
                 
      

              	
                (b)

              	
                Exercise
      Price.

              


      

       

      The exercise price of any Option
granted under the Plan shall be such price as the Board shall determine; provided, however, that such
price shall 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 shall be exercisable on such date or dates, during such period, and for
such number of shares of Company Stock as shall be determined by 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 the Plan.

       

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

       

      (iii)         An
Option shall be exercised by delivering a written notice to the Company’s
principal office to the attention of its Secretary.  Such notice shall
specify the number of shares of Company Stock with respect to which the Option
is being exercised, shall be signed by the Participant, and shall be accompanied
by the agreement (or agreements) evidencing the Option and payment in full of
the applicable exercise 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)           subject
to the approval of the Committee, in shares of Company Stock owned by the
Participant and valued at their Fair Market Value on the date of such
exercise;

       

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


      
        
           


        

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

       

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

       

      
        	
                 
      

              	
                (d)

              	
                Nonassignability.

              


      

       

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

       

      
        	
                 
      

              	
                (e)

              	
                Issuance of
      Certificates.

              


      

       

      Certificates for shares 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 following the date on which the Option is exercised.

       

      
        	
                 
      

              	
                (f)

              	
                Limitations on Grant
      of Incentive Stock Options.

              


      

       

      (i)           The
aggregate Fair Market Value of shares of Company Stock with respect to which
Incentive Stock Options granted hereunder are exercisable for the 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.  Such
Fair Market Value shall be determined as of the date on which each such
Incentive Stock Option is granted.  In the event that the aggregate
Fair Market Value of shares of Company Stock with respect to such Incentive
Stock Options exceeds $100,000, then Incentive Stock Options granted hereunder
to such Participant shall, to the extent and in the order in which they were
granted, automatically be deemed to be Non-Qualified Stock Options, but all
other terms and provisions of such Incentive Stock Options shall remain
unchanged.

       

      (ii)          No
Incentive Stock Option may be granted to an individual if, at the time of the
proposed grant, such individual owns stock possessing more than 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 Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option is
granted.


      
        
           


        

        
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      (iii)         No
Incentive Stock 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 of Termination
      of Employment.

              


      

       

      (i)           In
the event the employment 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 that they 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 the time of such
termination, shall expire at the close of business on the date of such
termination; provided,
however, that no Option shall be exercisable after the expiration of its
term.

       

      (ii)          In
the event that the employment or engagement of a Participant with the Company
shall terminate on account of the Retirement, Disability or death of the
Participant, (A) Options granted to such Participant, to the extent that they
were exercisable at the time of such termination, shall remain exercisable until
the expiration of their term and (B) Options 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.  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 such termination) will be to cause such Incentive Stock Option to be
treated as a Non-Qualified Stock Option.

       

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

       

      
        	
                7.

              	
                SARs.

              


      

       

      The Board may grant SARs 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 price of any SAR granted
under the Plan shall be such price as the Board shall determine; provided, however, that such
price shall be 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 of a 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 of the SAR (subject to applicable withholding
payment requirements).


      
        
           


        

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

       

      
        	
                 
      

              	
                (c)

              	
                Term and Exercise of
      SARs.

              


      

       

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

       

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

       

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

       

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

       

      
        	
                 
      

              	
                (d)

              	
                Termination of
      Employment.

              


      

       

      (i)           In
the event that the employment 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) SARs granted to such
Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the 30th day after such termination,
on which date they 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 exercisable after the expiration of its term.

       

      (ii)          In
the event that the employment of a Participant with the Company shall terminate
on account of the Retirement, Disability or death of the Participant, (A) SARs
granted to such Participant, to the extent that they were exercisable at the
time of such termination, shall remain exercisable until the expiration of their
term 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.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


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

       

      
        	
                 
      

              	
                (e)

              	
                Tandem
      SARs.

              


      

       

      SARs may be granted in 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.

       

      
        	
                8.

              	
                Restricted
      Stock.

              


      

       

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

       

      
        	
                 
      

              	
                (a)

              	
                Issue Date and Vesting
      Date.

              


      

       

      At the time of the grant of shares of
Restricted Stock, the Board shall establish an Issue Date or Issue Dates and a
Vesting Date or Vesting Dates with respect to such shares.  The Board
may divide such shares into classes and assign a different Issue Date and/or
Vesting Date for each class.  Except as provided in Sections 8(c) and
8(f) hereof, upon the occurrence of the Issue Date with respect to 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 share of 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 the grant of shares of
Restricted Stock, the Board may impose such restrictions or conditions, not
inconsistent with the provisions hereof, to the vesting of such shares as it, in
its absolute discretion, deems appropriate.  By way of example and not
by way of limitation, the Board may require, as a condition to the vesting of
any shares of Restricted Stock, that the Participant or the Company achieve such
performance criteria as the Board may specify at the time of the grant of such
shares.

       

      
        	
                 
      

              	
                (c)

              	
                Restrictions on
      Transfer Prior to Vesting.

              


      

       

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


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Issuance of
      Certificates.

              


      

       

      (i)           Except
as provided in 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 unless it has
received a stock power duly endorsed in blank with respect to such
shares.  Each such stock certificate shall bear the following
legend:

       

      THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING FORFEITURE
PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE FREEDOM RESOURCES
ENTERPRISES, INC. 2010 EQUITY INCENTIVE PLAN AND INCENTIVE AWARD AGREEMENT
ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND FREEDOM RESOURCES
ENTERPRISES, INC.  A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE
OFFICE OF THE SECRETARY OF FREEDOM RESOURCES ENTERPRISES, INC., 4265 SAN FELIPE
STREET, SUITE 1100, HOUSTON, TX 77027.

       

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

       

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

       

      
        	
                 
      

              	
                (e)

              	
                Consequences Upon
      Vesting.

              


      

       

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

       

      
        	
                 
      

              	
                (f)

              	
                Effect of Termination
      of Employment.

              


      

       

      (i)           In
the event that the employment of a Participant with the Company shall terminate
for any reason other than Cause prior to the vesting of shares of 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 shares of Restricted Stock which would otherwise be forfeited
pursuant to the provisions of this Section.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


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

       

      
        	
                9.

              	
                Stock
      Bonuses.

              


      

       

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

       

      
        	
                10.

              	
                Adjustment
      Upon Changes in Company Stock.

              


      

       

      Provided that the Committee shall not
take any action pursuant to this Section 10 which would cause any Incentive
Award to become subject to taxation under Section 409A of the Code:

       

      
        	
                 
      

              	
                (a)

              	
                Shares Available for
      Grants.

              


      

       

      In the event of any change 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 Company Stock with respect to which the Board may grant Options, SARs, shares
of Restricted Stock, and Stock Bonuses under Section 3 hereof shall be
appropriately adjusted by the Committee.  In the event of any change
in the number of shares of Company Stock outstanding by reason of any other
event or transaction, the Committee may, but need not, make such adjustments in
the number of shares of Company Stock with respect to which Options, SARs,
shares of Restricted Stock, and Stock Bonuses may be granted under Section 3
hereof as the Committee may deem appropriate.

       

      
        	
                 
      

              	
                (b)

              	
                Outstanding Restricted
      Stock.

              


      

       

      Unless the Committee in its absolute
discretion otherwise determines, any securities or other property (including
dividends paid in cash) received by 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 Restricted Stock vests and shall be promptly
deposited with the custodian designated pursuant to Section 8(d)(ii)
hereof.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      The Committee may, in its absolute
discretion, adjust any grant of shares of Restricted Stock, the Issue Date with
respect to which has not occurred as 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 prevent the
enlargement or dilution of rights of Participants under the
grant.


      
        	
                 
      

              	
                (c)

              	
                Outstanding Options
      and SARs – Increase or Decrease in Issued Shares Without
      Consideration.

              


      

      


      Subject to any required action by the
shareholders of the Company, in the event of any increase or decrease in the
number of issued shares of Company Stock resulting from a subdivision or
consolidation of shares of Company Stock or the payment of a stock dividend on
the shares of Company Stock, 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 and SAR, and the exercise price
per share of Company Stock of each such Option and SAR.

       

      
        	
                 
      

              	
                (d)

              	
                Outstanding Options
      and SARs - Certain Mergers.

              


      

       

      Subject to any required action 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 and SAR outstanding on
the date of such merger or consolidation shall pertain to and apply to the
securities which a holder of the number of shares of Company Stock subject to
such Option or SAR would have received in such merger or
consolidation.

       

      
        	
                 
      

              	
                (e)

              	
                Outstanding Options,
      SARs - Certain Other
Transactions.

              


      

       

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

       

      (i)           cancel,
effective immediately prior to the occurrence of such event, each Option and SAR
outstanding immediately prior to such event (whether or not then exercisable),
and, in full consideration of such cancellation, pay to the Participant to whom
such Option or SAR was granted an amount in cash, for each share of Company
Stock subject to such Option or SAR, respectively, equal to the excess of (A)
the value, as determined by the Committee in its absolute discretion, of the
property (including cash) received by the holder of a share of Company Stock as
a result of such event over (B) the exercise price of such Option or SAR
(subject to applicable withholding payment requirements); or


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (ii)          provide
for the exchange of each Option and SAR outstanding immediately prior to such
event (whether or not then exercisable) for an option on or stock appreciation
right with respect to, as appropriate, some or all of the property for which
such Option or SAR is exchanged and, incident thereto, make an equitable
adjustment as determined by 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 or SAR was
granted in partial consideration for the exchange of the Option or
SAR.

       

      
        	
                 
      

              	
                (f)

              	
                Outstanding Options
      and SARs - Other Changes.

              


      

       

      In the event of any change in the
capitalization of the Company or a corporate change other than those
specifically referred to in Sections 10(c), 10(d) or 10(e) hereof, the Committee
may, in its absolute discretion, make such adjustments in the number of shares
subject to Options or SARs outstanding on the date on which such change occurs
and in the per share exercise price 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 expressly provided in the
Plan, no Participant shall have any rights by reason of any subdivision or
consolidation of Company Stock, the payment of any dividend, any increase or
decrease in the number of shares of Company Stock or any dissolution,
liquidation, merger or consolidation of the Company or any other
corporation.  Except as expressly provided in the Plan, no issuance by
the Company of Company Stock, or securities convertible into shares of Company
Stock, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Company Stock subject to an Incentive Award
or the exercise price of any Option or SAR.

       

      
        	
                11.

              	
                Rights
      as a Stockholder.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No Rights as a
      Stockholder.

              


      

       

      No Person shall have any rights as a
stockholder with respect to any shares of Company Stock covered by or relating
to any Incentive Award granted pursuant to the Plan until the date the Person
becomes the owner of record with respect to such shares.   Except
as otherwise expressly provided in Section 10 hereof, no adjustment to any
Incentive Award shall be made for dividends or other rights for which the record
date occurs prior to the date such stock certificate is issued.

       

      
        	
                 
      

              	
                (b)

              	
                Accrual of
      Dividends.

              


      

       

      Whenever Restricted Shares 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
equal to any stock dividends, declared and paid with respect to a share of
Company Stock between the date the relevant Restricted Share award was granted
and the date the Restricted Shares are being distributed.  At the
discretion of the Committee, interest may be paid on the amount of cash
dividends withheld, including cash dividends on stock dividends, at a rate and
subject to such terms as determined by the Committee.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                12.

              	
                No
      Special Employment Rights; No Rights to Incentive
  Award.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No Special Employment
      Rights.

              


      

       

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

       

      
        	
                 
      

              	
                (b)

              	
                No Rights to Incentive
      Awards.

              


      

       

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

       

      
        	
                13.

              	
                Securities
      Matters.

              


      

       

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

       

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


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


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

       

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

       

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

       

      
        	
                14.

              	
                Withholding
      Taxes.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Cash
      Remittance.

              


      

       

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

       

      
        	
                 
      

              	
                (b)

              	
                Stock
      Remittance.

              


      

       

      Subject to Section 14(c) hereof, at the
election of the Participant, subject to the approval of the Committee, when
shares of Company Stock are to be issued upon the exercise of an Option, the
occurrence of the Issue Date or the Vesting Date with respect to a share of
Restricted Stock, or the grant of a Stock Bonus, in lieu of the remittance
required by Section 14(a) hereof, the Participant may tender to the Company a
number of shares of Company Stock determined by such Participant, the Fair
Market Value of which at the tender date the Committee determines to be
sufficient to satisfy the minimum federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or grant and not
greater than the Participant’s estimated total federal, state and local tax
obligations associated with such exercise, occurrence or grant.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Stock
      Withholding.

              


      

       

      The Company shall have the right, when
shares of Company Stock are to be issued upon the exercise of an Option, the
occurrence of the Issue Date or the Vesting Date with respect to a share of
Restricted Stock or the grant of a Stock Bonus, in lieu of requiring the
remittance required by Section 14(a) hereof, to withhold a number of 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 greater than the Participant’s estimated total, federal, state and local
tax obligations associated with such exercise, occurrence or grant.

       

      
        	
                15.

              	
                Amendment
      or Termination of the Plan.

              


      

       

      The Board may at any time, 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 deem appropriate.  No amendment, suspension
or termination of the Plan shall, without the Participant’s consent, alter or
impair any of the rights or obligations under any Option theretofore granted to
a Participant under the Plan.  The Board may amend the Plan, subject
to the limitations cited above, in such manner as it deems necessary to permit
the granting of Incentive Awards meeting the 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 the Code.

       

      
        	
                16.

              	
                No
      Obligation to Exercise.

              


      

       

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

       

      
        	
                17.

              	
                Transfers
      Upon Death.

              


      

       

      Upon the death of a Participant,
outstanding Incentive Awards granted to such Participant may be exercised only
by the executors or administrators of the Participant’s estate or by any Person
or Persons who shall have acquired such right to exercise by will or by the laws
of descent and distribution.  No transfer by will or the laws of
descent and distribution of any Incentive Award, or the right to 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
validity of the transfer and (b) an agreement by the transferee to comply with
all the terms and conditions of the Incentive Award that are or would have been
applicable to the Participant and to be bound by the acknowledgments made by the
Participant in connection with the grant of the Incentive
Award.  Except as provided in this Section 17, no Incentive Award
shall be transferable, and shall be exercisable only by a Participant during the
Participant’s lifetime.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                18.

              	
                Repurchase
      Rights.

              


      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (e)           In
the event of a conflict between the terms of this Section 18 and any agreement
between the Company and the Participant related in any way to the repurchase or
purchase of any shares of the Company Stock owned by Participant, including,
without limitation, a shareholder agreement, the terms of such other agreement
shall prevail and control over the terms of this Section 18.

       

      (f) 
          The Company’s
Repurchase Rights under this Section 18 shall terminate on the date the Company
becomes subject to the reporting requirements of the Exchange Act.

       

      
        	
                19.

              	
                Expenses
      and Receipts.

              


      

       

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

       

      
        	
                20.

              	
                Failure
      to Comply.

              


      

       

      In addition to the remedies of the
Company elsewhere provided for herein, a failure by a Participant (or
beneficiary) to comply with any of the terms and conditions of the Plan or the
agreement executed by such Participant (or beneficiary) evidencing an Incentive
Award, unless such failure is remedied by such Participant (or beneficiary)
within ten days after having been notified of such failure by the Committee,
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.

       

      
        	
                21.

              	
                Adoption
      and Effective Date of Plan.

              


      

       

      The Plan was adopted by the Board of
Directors of the Company effective May 12, 2010.  The Plan was also
ratified and approved by the shareholders of the Company on May 12,
2010.

       

      
        	
                22.

              	
                Term
      of the Plan.

              


      

       

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

       

      
        	
                23.

              	
                Applicable
      Law.

              


      

       

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


      
        
           


        

        
          20