2006 Employee Stock Incentive Plan


    
      
        

      
EXHIBIT
      10.1

      STUDIO
        ONE MEDIA, INC.

      2006
        Employee Stock Incentive Plan

      


      


       

      1.
         ESTABLISHMENT AND PURPOSE.

       

      The
        Studio One Media, Inc. 2006 Employee Stock Incentive Plan, (the "Plan") is
        established by Studio One Media, Inc., a Delaware corporation (the "Company")
        to
        further attract and retain persons eligible to participate in the Plan; motivate
        Participants to achieve long-term Company goals; and further align Participants'
        interests with those of the Company's other stockholders. The Plan is adopted
        as
        of October 31, 2006.  Unless the Plan is earlier discontinued by the Board
        as provided herein, no Award shall be granted hereunder on or after October
        31,
        2016.  Certain terms used herein are defined as set forth in Section
        11.

       

       

      2.
         ADMINISTRATION; ELIGIBILITY.

       

      The
        Plan
        shall be administered by a Committee; provided, however, that, if at any
        time no
        Committee shall be in office, the Plan shall be administered by the Board.
         The Plan may be administered by different Committees with respect to
        different groups of Eligible Individuals.  As used herein, the term
        "Administrator" means the Board or any of its Committees as shall be
        administering the Plan.  The Administrator shall have plenary authority to
        grant Awards pursuant to the terms of the Plan to Eligible Individuals.
 Participation shall be limited to such persons as are selected by the
        Administrator.  Awards may be granted as alternatives to, in exchange or
        substitution for, or replacement of, awards outstanding under the Plan or
        any
        other plan or arrangement of the Company or a Subsidiary (including a plan
        or
        arrangement of a business or entity, all or a portion of which is acquired
        by
        the Company or a Subsidiary).  The provisions of Awards need not be the
        same with respect to each Participant.  Among other things, the
        Administrator shall have the authority, subject to the terms of the
        Plan:

       

      
        	 	
                (a)
                  

              	
                to
                  select the Eligible Individuals to whom Awards may from time to
                  time be
                  granted;

              


      

       

      
        	 	
                (b)

              	
                to
                  determine whether and to what extent Stock Options, Stock Appreciation
                  Rights, Stock Awards or any combination thereof are to be granted
                  hereunder;

              


      

       

      
        	 	
                (c)

              	
                to
                  determine the number of shares of Stock to be covered by each Award
                  granted hereunder;

              


      

       

      
        	 	
                (d)

              	
                to
                  approve forms of agreement for use under the
                  Plan;

              


      

       

      
        	 	
                (e)

              	
                to
                  determine the terms and conditions, not inconsistent with the terms
                  of
                  this Plan, of any Award granted hereunder (including, but not limited
                  to,
                  the option price, any vesting restriction or limitation, any vesting
                  acceleration or forfeiture waiver and any right of repurchase,
                  right of
                  first refusal or other transfer restriction regarding any Award
                  and the
                  shares of Stock relating thereto, based on such factors or criteria
                  as the
                  Administrator shall determine);

              


      

       

      
        	 	
                (f)

              	
                subject
                  to Section 8(a), to modify, amend or adjust the terms and conditions
                  of
                  any Award, at any time or from time to time, including, but not
                  limited
                  to, with respect to (i) performance goals and targets applicable
                  to
                  performance-based Awards pursuant to the terms of the Plan and
                  (ii)
                  extension of the post-termination exercisability period of Stock
                  Options;

              


      

       

      
        	 	
                (g)

              	
                to
                  determine to what extent and under what circumstances Stock and
                  other
                  amounts payable with respect to an Award shall be
                  deferred;

              


      

       

      
        	 	
                (h)

              	
                to
                  determine the Fair Market Value;
                  and

              


      

       

      
        	 	
                (i)

              	
                to
                  determine the type and amount of consideration to be received by
                  the
                  Company for any Stock Award issued under Section
                  6.

              


      

       

      


       

      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      2.
 ADMINISTRATION;
        ELIGIBILITY -
        continued

       

      The
        Administrator shall have the authority to adopt, alter and repeal such
        administrative rules, guidelines and practices governing the Plan as it shall,
        from time to time, deem advisable, to interpret the terms and provisions
        of the
        Plan and any Award issued under the Plan (and any agreement relating thereto)
        and to otherwise supervise the administration of the Plan.  Except to the
        extent prohibited by applicable law, the Administrator may allocate all or
        any
        portion of its responsibilities and powers to any one or more of its members
        and
        may delegate all or any portion of its responsibilities and powers to any
        other
        person or persons selected by it.  The Administrator may revoke any such
        allocation or delegation at any time.  The Administrator may authorize any
        one or more of their members or any officer of the Company to execute and
        deliver documents on behalf of the Administrator.  Any determination made
        by the Administrator or pursuant to delegated authority pursuant to the
        provisions of the Plan with respect to any Award shall be made in the sole
        discretion of the Administrator or such delegate at the time of the grant
        of the
        Award or, unless in contravention of any express term of the Plan, at any
        time
        thereafter.  All decisions made by the Administrator or any appropriately
        delegated officer pursuant to the provisions of the Plan shall be final and
        binding on all persons, including the Company and Participants.  No member
        of the Administrator, and no officer of the Company, shall be liable for
        any
        action taken or omitted to be taken by such individual or by any other member
        of
        the Administrator or officer of the Company in connection with the performance
        of duties under this Plan, except for such individual's own willful misconduct
        or as expressly provided by law

       

       

      3.
         STOCK SUBJECT TO PLAN.

       

      Subject
        to adjustment as provided in this Section 3, the aggregate number of shares
        of
        Stock that may be delivered under the Plan shall not exceed One Hundred Thousand
        (100,000) shares.  The number of Shares set aside and deliverable pursuant
        to this Plan shall be subject to adjustments as follows:

       

      
        	 	
                (a)

              	
                As
                  of January 1 of each year, commencing with the year 2007, the maximum
                  number of shares of Stock which may be delivered under the Plan
                  shall
                  automatically increase by a number equal to the lesser of (i) 10%
                  of the
                  total number of shares of Stock then outstanding, assuming for
                  this
                  purpose the conversion into Stock of all then outstanding securities
                  that
                  are convertible by their terms (directly or indirectly) into Stock,
                  or
                  (ii) 100,000 shares.

              


      

       

      
        	 	
                (b)

              	
                In
                  case the Company shall combine its outstanding shares of Common
                  Stock into
                  a small number of shares of Common Stock, the number of shares
                  of Common
                  Stock deliverable pursuant to this Plan shall remain constant and
                  shall
                  not be adjusted.

              


      

       

      
        	 	
                (c)

              	
                In
                  case the Company shall (i) pay a dividend on Common Stock in Common
                  Stock
                  or securities convertible into, exchangeable for or otherwise entitling
                  a
                  holder thereof to receive Common Stock, or (ii) subdivide its outstanding
                  shares of Common Stock into a greater number of shares of Common
                  Stock,
                  the number of shares of Common Stock deliverable pursuant to this
                  Plan
                  immediately prior thereto shall be adjusted so that the number
                  of shares
                  available for issuance immediately after the happening of either
                  such
                  event shall be the number determined by the fraction, the numerator
                  of
                  which shall be the number of shares authorized pursuant to the
                  Plan, but
                  undelivered, immediately prior to such event, and the denominator
                  of which
                  shall be the total number of shares of Common Stock of the Company
                  issued
                  and outstanding immediately prior to such event, multiplied by
                  the total
                  number of shares of Common Stock of the Company immediately after
                  the
                  occurrence of such event.

              


      

       

      
        	 	
                (d)

              	
                No
                  adjustment in the number of Shares deliverable pursuant to the
                  Plan will
                  be made for (i) the issuance of shares of capital stock to directors,
                  employees or independent consultants pursuant to the Company's
                  or any of
                  its subsidiaries' stock option, stock ownership or other benefit
                  plans or
                  arrangements or trusts related thereto, for (ii) issuance of any
                  shares of
                  Common Stock pursuant to any plan providing for the reinvestment
                  of
                  dividends or interest payable on securities of the Company and
                  the
                  investment of additional optional amounts in shares of Common Stock
                  under
                  such plan, for (iii) issuance of new shares of stock from the Treasury
                  for
                  fair value consideration, or (iv) in the case of any acquisition,
                  consolidation or merger of another corporation into the Company
                  under
                  terms where the Company shall issue Common Stock of the Company
                  in
                  exchange for all of the issued and common stock of the company
                  being
                  acquired, consolidated or
                  merged.

              


      


      
        
          
          

        

        
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      3.
 STOCK
        SUBJECT TO PLAN -
        continued

       

      Except
        as
        otherwise expressly provided herein, in the event of any Company combination
        or
        exchange of shares, recapitalization or other change in the capital structure
        of
        the Company, corporate separation or division of the Company (including,
        but not
        limited to, a split-up, spin-off, split-off or distribution to Company
        stockholders other than a normal cash dividend), sale by the Company of all
        or a
        substantial portion of its assets (measured on either a stand-alone or
        consolidated basis), reorganization, rights offering, partial or complete
        liquidation, or any other corporate transaction, Company share offering or
        other
        event involving the Company and having an effect similar to any of the
        foregoing, the Administrator may make such substitution or adjustments in
        the
        (A) number and kind of shares that may be delivered under the Plan, (B) number
        and kind of shares subject to outstanding Awards, (C) exercise price of
        outstanding Stock Options and Stock Appreciation Rights and (D) other
        characteristics or terms of the Awards as it may determine appropriate in
        its
        sole discretion to equitably reflect such corporate transaction, share offering
        or other event; provided, however, that the number of shares subject to any
        Award shall always be a whole number.

       

      To
        the
        extent any shares of Stock covered by an Award are not delivered to a
        Participant or beneficiary thereof because the Award expires, is forfeited,
        canceled or otherwise terminated, or the shares of Stock are not delivered
        because the Award is settled in cash or used to satisfy the applicable tax
        withholding obligation, such shares shall not be deemed to have been delivered
        for purposes of determining the maximum number of shares of Stock available
        for
        delivery under the Plan.

      


       

      4.
         STOCK OPTIONS.

       

      Stock
        Options may be granted alone or in addition to other Awards granted under
        the
        Plan and may be of two types: Incentive Stock Options and Non-Qualified Stock
        Options. Any Stock Option granted under the Plan shall be in such form as
        the
        Administrator may from time to time approve.  The Administrator shall have
        the authority to grant any Participant Incentive Stock Options, Non-Qualified
        Stock Options or both types of Stock Options (in each case with or without
        Stock
        Appreciation Rights). Incentive Stock Options may be granted only to employees
        of the Company and its subsidiaries (within the meaning of Section 424(f)
        of the
        Code).  To the extent that any Stock Option is not designated as an
        Incentive Stock Option or, even if so designated, does not qualify as an
        Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
        Stock
        Options shall be evidenced by option agreements, each in a form approved
        by the
        Administrator.  An option agreement shall indicate on its face whether it
        is intended to be an agreement for an Incentive Stock Option or a Non-Qualified
        Stock Option.  The grant of a Stock Option shall occur as of the date the
        Administrator determines.  Anything in the Plan to the contrary
        notwithstanding, no term of the Plan relating to Incentive Stock Options
        shall
        be interpreted, amended or altered, nor shall any discretion or authority
        granted under the Plan be exercised, so as to disqualify the Plan under Section
        422 of the Code or, without the consent of the Optionee affected, to disqualify
        any Incentive Stock Option under Section 422 of the Code. Stock Options granted
        under this Section 4 shall be subject to the following terms and conditions
        and
        shall contain such additional terms and conditions as the Administrator shall
        deem desirable:

       

      
        	 	
                (a)

              	
                EXERCISE
                  PRICE.  The exercise price per share of Stock purchasable under a
                  Stock Option shall be determined by the Administrator.  If the Stock
                  Option is intended to qualify as an Incentive Stock Option, the
                  exercise
                  price per share shall be not less than the Fair Market Value per
                  share on
                  the date the Stock Option is granted, or if granted to an individual
                  who
                  is a Ten Percent Holder, not less than 110% of such Fair Market
                  Value per
                  share.

              


      

       

      
        	 	
                (b)

              	
                OPTION
                  TERM.  The Administrator shall fix the term of each Stock Option, but
                  no Incentive Stock Option shall be exercisable more than 10 years
                  (or five
                  years in the case of an individual who is a Ten Percent Holder)
                  after the
                  date the Incentive Stock Option is
                  granted.

              


      

       

      
        	 	
                (c)

              	
                EXERCISABILITY.
                   Except as otherwise provided herein, Stock Options shall be
                  exercisable at such time or times, and subject to such terms and
                  conditions, as shall be determined by the Administrator.  If the
                  Administrator provides that any Stock Option is exercisable only
                  in
                  installments, the Administrator may at any time waive such installment
                  exercise provisions, in whole
                  or in part, based on such factors as the Administrator may determine.
                   In addition, the Administrator may at any time, in whole or in
                  part,
                  accelerate the exercisability of any Stock
                  Option.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      4.
 STOCK
        OPTIONS - continued

       

      
        	 	
                (d)

              	
                METHOD
                  OF EXERCISE.  Subject to the provisions of this Section 4, Stock
                  Options may be exercised, in whole or in part, at any time during
                  the
                  option term by giving written notice of exercise to the Company
                  specifying
                  the number of shares of Stock subject to the Stock Option to be
                  purchased.
                   The option price of any Stock Option shall be paid in full in cash
                  (by certified or bank check or such other instrument as the Company
                  may
                  accept) or, unless otherwise provided in the applicable option
                  agreement,
                  by one or more of the following:

              


      

       

      
        	 	
                (i)

              	
                in
                  the form of unrestricted Stock already owned by the Optionee (or,
                  in the
                  case of the exercise of a Non-Qualified Stock Option, Restricted
                  Stock
                  subject to a Stock Award hereunder) based in any such instance
                  on the Fair
                  Market Value of the Stock on the date the Stock Option is
                  exercised;

              


      

       

      
        	 	
                (ii)

              	
                by
                  certifying ownership of shares of Stock owned by the Optionee to
                  the
                  satisfaction of the Administrator for later delivery to the Company
                  as
                  specified by the Company;

              


      

       

      
        	 	
                (iii)

              	
                by
                  irrevocably authorizing a third party to sell shares of Stock (or
                  a
                  sufficient portion of the shares) acquired upon exercise of the
                  Stock
                  Option and remit to the Company a sufficient portion of the sale
                  proceeds
                  to pay the entire exercise price and any tax withholding resulting
                  from
                  such exercise; or

              


      

       

      
        	 	
                (iv)

              	
                by
                  any combination of cash and/or any one or more of the methods specified
                  in
                  clauses (i), (ii) and (iii).

              


      

       

      Notwithstanding
        the foregoing, a form of payment shall not be permitted to the extent it
        would
        cause the Company to recognize compensation expense (or additional compensation
        expense) with respect to the Stock Option for financial reporting purposes.
         If payment of the option exercise price of a Non-Qualified Stock Option is
        made in whole or in part in the form of Restricted Stock, the number of shares
        of Stock to be received upon such exercise equal to the number of shares
        of
        Restricted Stock used for payment of the option exercise price shall be subject
        to the same forfeiture restrictions to which such Restricted Stock was subject,
        unless otherwise determined by the Administrator. No shares of Stock shall
        be
        issued upon exercise of a Stock Option until full payment therefore has been
        made.  Upon exercise of a Stock Option (or a portion thereof), the Company
        shall have a reasonable time to issue the Stock for which the Stock Option
        has
        been exercised, and the Optionee shall not be treated as a stockholder for
        any
        purposes whatsoever prior to such issuance.  No adjustment shall be made
        for cash dividends or other rights for which the record date is prior to
        the
        date such Stock is recorded as issued and transferred in the Company's official
        stockholder records, except as otherwise provided herein or in the applicable
        option agreement.

       

      
        	 	
                (e)

              	
                TRANSFERABILITY
                  OF STOCK OPTIONS.  Except as otherwise provided in the applicable
                  option agreement, a Non-Qualified Stock Option (i) shall be transferable
                  by the Optionee to a Family Member of the Optionee, provided that
                  (A) any
                  such transfer shall be by gift with no consideration and (B) no
                  subsequent
                  transfer of such Stock Option shall be permitted other than by
                  will or the
                  laws of descent and distribution, and (ii) shall not otherwise
                  be
                  transferable except by will or the laws of descent and distribution.
                   An Incentive Stock Option shall not be transferable except by will
                  or the laws of descent and distribution.  A Stock Option shall be
                  exercisable, during the Optionee's lifetime, only by the Optionee
                  or by
                  the guardian or legal representative of the Optionee, it being
                  understood
                  that the terms "holder" and "Optionee" include the guardian and
                  legal
                  representative of the Optionee named in the applicable option agreement
                  and any person to whom the Stock Option is transferred (X) pursuant
                  to
                  clause (i) of the first sentence of this Section 4(e) or pursuant
                  to the
                  applicable option agreement or (Y) by will or the laws of descent
                  and
                  distribution.  Notwithstanding the foregoing, references herein to
                  the termination of an
                  Optionee's employment or provision of services shall mean the termination
                  of employment or provision of services of the person to whom the
                  Stock
                  Option was originally
                  granted.

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      4.
 STOCK
        OPTIONS - continued

       

      
        	 	
                (f)

              	
                TERMINATION
                  BY DEATH.  Unless otherwise provided in the applicable option
                  agreement, if an Optionee's employment or provision of services
                  terminates
                  by reason of death, any Stock Option held by such Optionee may
                  thereafter
                  be exercised, to the extent then exercisable, or on such accelerated
                  basis
                  as the Administrator may determine, for a period of one year from
                  the date
                  of such death or until the expiration of the stated term of such
                  Stock
                  Option, whichever period is shorter.  In the event of termination of
                  employment or provision of services due to death, if an Incentive
                  Stock
                  Option is exercised after the expiration of the exercise periods
                  that
                  apply for purposes of Section 422 of the Code, such Stock Option
                  will
                  thereafter be treated as a Non-Qualified Stock
                  Option.

              


      

       

      
        	 	
                (g)

              	
                TERMINATION
                  BY REASON OF DISABILITY.  Unless otherwise provided in the applicable
                  option agreement, if an Optionee's employment or provision of services
                  terminates by reason of Disability, any Stock Option held by such
                  Optionee
                  may thereafter be exercised by the Optionee, to the extent it was
                  exercisable at the time of termination, or on such accelerated
                  basis as
                  the Administrator may determine, for a period of three years from
                  the date
                  of such termination of employment or provision of services or until
                  the
                  expiration of the stated term of such Stock Option, whichever period
                  is
                  shorter; provided, however, that if the Optionee dies within such
                  period,
                  an unexercised Stock Option held by such Optionee shall, notwithstanding
                  the expiration of such period, continue to be exercisable to the
                  extent to
                  which it was exercisable at the time of death for a period of 12
                  months
                  from the date of such death or until the expiration of the stated
                  term of
                  such Stock Option, whichever period is shorter.  In the event of
                  termination of employment or provision of services by reason of
                  Disability, if an Incentive Stock Option is exercised after the
                  expiration
                  of the exercise periods that apply for purposes of Section 422
                  of the
                  Code, such Stock Option will thereafter be treated as a Non-Qualified
                  Stock Option.

              


      

       

      
        	 	
                (h)

              	
                TERMINATION
                  BY REASON OF RETIREMENT.  Unless otherwise provided in the applicable
                  option agreement, if an Optionee's employment or provision of services
                  terminates by reason of Retirement, any Stock Option held by such
                  Optionee
                  may thereafter be exercised by the Optionee, to the extent it was
                  exercisable at the time of such Retirement, or on such accelerated
                  basis
                  as the Administrator may determine, for a period of three years
                  from the
                  date of such termination of employment or provision of services
                  or until
                  the expiration of the stated term of such Stock Option, whichever
                  period
                  is shorter; provided, however, that if the Optionee dies within
                  such
                  period, any unexercised Stock Option held by such Optionee shall,
                  notwithstanding the expiration of such period, continue to be exercisable
                  to the extent to which it was exercisable at the time of death
                  for a
                  period of 12 months from the date of such death or until the expiration
                  of
                  the stated term of such Stock Option, whichever period is shorter.
                   In the event of termination of employment or provision of services
                  by reason of Retirement, if an Incentive Stock Option is exercised
                  after
                  the expiration of the exercise periods that apply for purposes
                  of Section
                  422 of the Code, such Stock Option will thereafter be treated as
                  a
                  Non-Qualified Stock Option.  

              


      

       

      
        	 	
                (i)

              	
                Other
                  Termination.  Unless otherwise provided in the applicable option
                  agreement, if an Optionee's employment or provision of services
                  terminates
                  for any reason otherthan
                  death, Disability or Retirement, any Stock Option held by such
                  Optionee
                  shall thereupon terminate; provided, however, that, if such termination
                  of
                  employment or provision of services is involuntary on the part
                  of the
                  Optionee and without Cause, such Stock Option, to the extent then
                  exercisable, or on such accelerated basis as the Administrator
                  may
                  determine, may be exercised for the lesser of 90 days from the
                  date of
                  such termination of employment or provision of services or the
                  remainder
                  of such Stock Option's term, and provided, further, that if the
                  Optionee
                  dies within such period, any unexercised Stock Option held by such
                  Optionee shall, notwithstanding the expiration of such period,
                  continue to
                  be exercisable to the extent to which it was exercisable at the
                  time of
                  death for a period of 12 months from the date
                  of such death or until the expiration of the stated term of such
                  Stock
                  Option, whichever period is shorter.  In the event of termination of
                  employment or provision of services for any reason other than death,
                  Disability or Retirement, if an Incentive Stock Option is exercised
                  after
                  the expiration of the exercise periods that apply for purposes
                  of Section
                  422 of the Code, such Stock Option will thereafter be treated as
                  a
                  Non-Qualified Stock
                  Option.

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      4.
 STOCK
        OPTIONS - continued

       

      
        	 	
                (ii)

              	
                Participant
                  Loans.  The Administrator may in its discretion authorize the Company
                  to: (i) lend to an Optionee an amount equal to such portion of
                  the
                  exercise price of a Stock Option as the Administrator may determine;
                  or
                  (ii) guarantee a loan obtained by an Optionee from a third-party
                  for the
                  purpose of tendering such exercise price.  The terms and conditions
                  of any loan or guarantee, including the term, interest rate, whether
                  the
                  loan is with recourse against the Optionee and any security interest
                  there
                  under, shall be determined by the Administrator, except that no
                  extension
                  of credit or guarantee shall obligate the Company for an amount
                  to exceed
                  the lesser of (i) the aggregate Fair Market Value on the date of
                  exercise,
                  less the par value, of the shares of Stock to be purchased upon
                  the
                  exercise of the Stock Option, and (ii) the amount permitted under
                  applicable laws or the regulations and rules of the Federal Reserve
                  Board
                  and any other governmental agency having
                  jurisdiction.

              


      

       

       

       

      
        
          5.
            STOCK
            APPRECIATION RIGHTS.

        

      

       

      Stock
        Appreciation Rights may be granted in conjunction with all or part of any
        Stock
        Option granted under the Plan.  In the case of a Non-Qualified Stock
        Option, such rights may be granted either at or after the time of grant of
        such
        Stock Option.  In the case of an Incentive Stock Option, such rights may be
        granted only at the time of grant of such Stock Option.  A Stock
        Appreciation Right shall terminate and no longer be exercisable upon the
        termination or exercise of the related Stock Option.  An Optionee in
        accordance with this Section 5 may exercise a Stock Appreciation Right by
        surrendering the applicable portion of the related Stock Option in accordance
        with procedures established by the Administrator.  Upon such exercise and
        surrender, the Optionee shall be entitled to receive an amount determined
        in the
        manner prescribed in this Section 5.  Stock Options which have been so
        surrendered shall no longer be exercisable to the extent the related Stock
        Appreciation Rights have been exercised. Stock Appreciation Rights shall
        be
        subject to such terms and conditions as shall be determined by the
        Administrator, including the following:

       

      
        	 	
                (i)

              	
                Stock
                  Appreciation Rights shall be exercisable only at such time or times
                  and to
                  the extent that the Stock Options to which they relate are exercisable
                  in
                  accordance with the provisions of Section 4 and this Section 5,
                  

              


      

       

      
        	 	
                (ii)

              	
                Upon
                  the exercise of a Stock Appreciation Right, an Optionee
                  shall be entitled to receive an amount in cash, shares of Stock
                  or both
                  equal in value to the excess of the Fair Market Value of one share
                  of
                  Stock over the exercise price per share specified in the related
                  Stock
                  Option, multiplied by the number of shares in respect of which
                  the Stock
                  Appreciation Right shall have been exercised, with the Administrator
                  having the right to determine the form of payment,
                  

              


      

       

      
        	 	
                (iii)

              	
                A
                  Stock Appreciation Right shall be transferable only to, and shall
                  be
                  exercisable only by, such persons permitted with respect to the
                  underlying
                  Stock Option in accordance with Section
                  4(e).

              


      

       

      


       

      6.
         STOCK AWARDS OTHER THAN OPTIONS.

       

      Stock
        Awards may be directly issued under the Plan (without any intervening options),
        subject to such terms, conditions, performance requirements, restrictions,
        forfeiture provisions, contingencies and limitations as the Administrator
        shall
        determine.  Stock Awards may be issued which are fully and immediately
        vested upon issuance or which vest in one or more installments over the
        Participant's period of employment or other service to the Company or upon
        the
        attainment of specified performance objectives, or the Company may issue
        Stock
        Awards which
        entitle the Participant to receive a specified number of vested shares of
        Stock
        upon the attainment of one or more performance goals or service requirements
        established by the Administrator.  Shares representing a Stock Award shall
        be evidenced in such manner as the Administrator may deem appropriate, including
        book-entry registration or issuance of one or more certificates (which may
        bear
        appropriate legends referring to the terms, conditions and restrictions
        applicable to such Award). The Administrator may require that any such
        certificates be held in custody by the Company until any restrictions thereon
        shall have lapsed and that the Participant deliver a stock power, endorsed
        in
        blank, relating to the Stock covered by such Award.  A Stock Award may be
        issued in exchange for any consideration which the Administrator may deem
        appropriate in each individual instance, including, without
        limitation:


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      6.
 STOCK
        AWARDS OTHER THAN OPTIONS -
        continued

       

      (i)
         cash or cash equivalents; (ii) past services rendered to the Company or
        any Affiliate; or (iii) future services to be rendered to the Company or
        any
        Affiliate (provided that, in such case, the par value of the stock subject
        to
        such Stock Award shall be paid in cash or cash equivalents, unless the
        Administrator provides otherwise).  A Stock Award that is subject to
        restrictions on transfer and/or forfeiture provisions may be referred to
        as an
        award of "Restricted Stock" or "Restricted Stock Units."

       

       

      7.
         CHANGE IN CONTROL PROVISIONS.

       

      
        	 	
                (a)

              	
                IMPACT
                  OF EVENT.  Notwithstanding any other provision of the Plan to the
                  contrary, in the event of a Change in
                  Control:

              


      

       

      
        	 	
                (i)

              	
                Any
                  Stock Options and Stock Appreciation Rights outstanding as of the
                  date
                  such Change in Control is determined to have occurred and not then
                  exercisable and vested shall become fully exercisable and vested
                  to the
                  full extent of the original grant;

              


      

       

      
        	 	
                (ii)

              	
                The
                  restrictions applicable to any outstanding Stock Award shall lapse,
                  and
                  the Stock relating to such Award shall become free of all restrictions
                  and
                  become fully vested and transferable to the full extent of the
                  original
                  grant;

              


      

       

      
        	 	
                (iii)

              	
                All
                  outstanding repurchase rights of the Company with respect to any
                  outstanding Awards shall terminate;
                  and

              


      

       

      
        	 	
                (iv)

              	
                Outstanding
                  Awards shall be subject to any agreement of merger or reorganization
                  that
                  effects such Change in Control, which agreement shall provide for:
                   (A) The continuation of the outstanding Awards by the Company,
                  if
                  the Company is a surviving corporation; (B) The assumption of the
                  outstanding awards by the surviving corporation or its parent or
                  subsidiary; (C) The substitution by the surviving corporation or
                  its
                  parent or subsidiary of equivalent awards for the outstanding Awards;
                  or
                  (D) Settlement of each share of Stock subject to an outstanding
                  Award for
                  the Change in Control Price (less, to the extent applicable, the
                  per share
                  exercise price).

              


      

       

      
        	 	
                (v)

              	
                In
                  the absence of any agreement of merger or reorganization effecting
                  such
                  Change in Control, each share of Stock subject to an outstanding
                  Award
                  shall be settled for the Change in Control Price (less, to the
                  extent
                  applicable, the per share exercise
                  price).

              


      

       

      
        	 	
                (b)

              	
                DEFINITION
                  OF CHANGE IN CONTROL.  For purposes of the Plan, a "Change in
                  Control" shall mean the happening of any of the following
                  events:

              


      

       

      
        	 	
                (i)

              	
                An
                  acquisition by any individual, entity or group (within the meaning
                  of
                  Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
                  of
                  beneficial ownership (within the meaning of Rule 13d-3 promulgated
                  under
                  the Exchange Act) of 25% or more of either (1) the then outstanding
                  shares
                  of common stock of the Company (the "Outstanding Company Common
                  Stock") or
                  (2) the combined voting power of the then outstanding voting securities
                  of
                  the Company entitled to vote generally in the election of directors
                  (the
                  "Outstanding Company Voting Securities"); excluding, however, the
                  following:

              


      

       

      
        	 	
                (1)

              	
                any
                  acquisition 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;

              


      

       

      
        	 	
                (3)

              	
                any
                  acquisition by any employee benefit plan (or related trust) sponsored
                  or
                  maintained by the Company or any corporation controlled by the
                  Company;

              


      

       

      
        	 	
                (4)

              	
                any
                  acquisition by any Person pursuant to a transaction which complies
                  with
                  clauses (1), (2) and (3) of subsection (iii) of this Section 7(b);
                  or

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      7.
 CHANGE
        IN CONTROL PROVISIONS -
        continued

       

      
        	 	
                (ii)

              	
                Within
                  any period of 24 consecutive months, a change in the composition
                  of the
                  Board such that the individuals who, immediately prior to such
                  period,
                  constituted the Board (such Board shall be hereinafter referred
                  to as the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority
                  of the Board; provided, however, for purposes of this Section 7(b),
                  that
                  any individual who becomes a member of the Board during such period,
                  whose
                  election, or nomination for election by the Company's stockholders,
                  was
                  approved by a vote of at least a majority of those individuals
                  who are
                  members of the Board and who were also members of the Incumbent
                  Board (or
                  deemed to be such pursuant to this proviso) shall be considered
                  as though
                  such individual were a member of the Incumbent Board; but,
                  provided
                  further, that any such individual whose initial assumption of office
                  occurs as a result of either an actual or threatened election contest
                  (as
                  such terms are used in Rule 14a-11 of Regulation 14A promulgated
                  under the
                  Exchange Act) or other actual or threatened solicitation of proxies
                  or
                  consents by or on behalf of a Person other than the Board shall
                  not be so
                  considered as a member of the Incumbent Board;
                  or

              


      

       

      
        	 	
                (iii)

              	
                The
                  approval by the stockholders of the Company of a reorganization,
                  merger or
                  consolidation or sale or other disposition of all or substantially
                  all of
                  the assets of the Company ("Corporate Transaction"); excluding,
                  however,
                  such a Corporate Transaction pursuant to which (1) all or substantially
                  all of the individuals and entities who are the beneficial owners,
                  respectively, of the outstanding Company Common Stock and Outstanding
                  Company Voting Securities immediately prior to such Corporate Transaction
                  will beneficially own, directly or indirectly, more than 60% of,
                  respectively, the outstanding shares of common stock, and the combined
                  voting power of the then outstanding voting securities entitled
                  to vote
                  generally in the election of directors, as the case may be, of
                  the
                  corporation resulting from such Corporate Transaction (including,
                  without
                  limitation, a corporation which as a result of such transaction
                  owns the
                  Company or all or substantially all of the Company's assets, either
                  directly or through one or more subsidiaries) in substantially
                  the same
                  proportions as their ownership, immediately prior to such Corporate
                  Transaction, of the outstanding Company Common Stock and Outstanding
                  Company Voting Securities, as the case may be, (2) no Person (other
                  than
                  the Company; any employee benefit plan (or related trust) sponsored
                  or
                  maintained by the Company, by any corporation controlled by the
                  Company,
                  or by such corporation resulting from such Corporate Transaction)
                  will
                  beneficially own, directly or indirectly, more than 25% of, respectively,
                  the outstanding shares of common stock of the corporation resulting
                  from
                  such Corporate Transaction or the combined voting power of the
                  outstanding
                  voting securities of such corporation entitled to vote generally
                  in the
                  election of directors, except to the extent that such ownership
                  existed
                  with respect to the Company prior to the Corporate Transaction,
                  and (3)
                  individuals who were members of the Board immediately prior to
                  the
                  approval by the stockholders of the Corporation of such Corporate
                  Transaction will constitute at least a majority of the members
                  of the
                  board of directors of the corporation resulting from such Corporate
                  Transaction; or

              


      

       

      
        	 	
                (iv)

              	
                The
                  approval by the stockholders of the Company of a complete liquidation
                  or
                  dissolution of the Company, other than to a corporation pursuant
                  to a
                  transaction which would comply with clauses (1), (2) and (3) of
                  subsection
                  (iii) of this Section 7(b), assuming for this purpose that such
                  transaction were a Corporate Transaction. (c) Change in Control
                  Price.
                   For purposes of the Plan, "Change in Control Price" means the higher
                  of (i) the highest reported sales price, regular way, of a share
                  of Stock
                  in any transaction reported on the New York Stock Exchange Composite
                  Tape
                  or other national securities exchange on which such shares are
                  listed or
                  on Nasdaq, as applicable, during the 60-day period prior to and
                  including
                  the date of a Change in Control, and (ii) if the Change in Control
                  is the
                  result of a tender or exchange offer or a Corporate Transaction,
                  the
                  highest price per share of Stock paid in such tender or exchange
                  offer or
                  Corporate Transaction.  To the extent that the consideration paid in
                  any such
                  transaction described above consists all or in part of securities
                  or other
                  non-cash consideration, the value of such securities or other non-cash
                  consideration shall be determined in the sole discretion of the
                  Board.

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


       

      8.
         MISCELLANEOUS.

       

      
        	 	
                (a)

              	
                AMENDMENT.
                   The Board may amend, alter, or discontinue the Plan, but no
                  amendment, alteration or discontinuation shall be made which would
                  adversely affect the rights of a Participant under an Award theretofore
                  granted without the Participant's consent, except such an amendment
                  (i)
                  made to avoid an expense charge to the Company or an Affiliate,
                  or (ii)
                  made to permit the Company or an Affiliate a deduction under the
                  Code.
                   No such amendment shall be made without the approval of the
                  Company's stockholders to the extent such approval is required
                  by law,
                  agreement or the rules of any stock exchange or market on which
                  the Stock
                  is listed.  The Administrator may amend the terms of any Stock Option
                  or other Award theretofore granted, prospectively or retroactively,
                  but no
                  such amendment shall adversely affect the rights of the holder
                  thereof
                  without the holder's consent.  Notwithstanding anything in the Plan
                  to the contrary, if any right under this Plan would cause a transaction
                  to
                  be ineligible for pooling of interests accounting that would, but
                  for the
                  right hereunder, be eligible for such accounting treatment, the
                  Administrator may modify or adjust the right so that pooling of
                  interests
                  accounting shall be available, including the substitution of Common
                  Stock
                  having a Fair Market Value equal to the cash otherwise payable
                  hereunder
                  for the right which caused the transaction to be ineligible for
                  pooling of
                  interests accounting.

              


      

       

      
        	 	
                (b)

              	
                UNFUNDED
                  STATUS OF PLAN.  It is intended that this Plan be an "unfunded" plan
                  for incentive and deferred compensation.  The Administrator may
                  authorize the creation of trusts or other arrangements to meet
                  the
                  obligations created under this Plan to deliver Common Stock or
                  make
                  payments, provided that, unless the Administrator otherwise determines,
                  the existence of such trusts or other arrangements is consistent
                  with the
                  "unfunded" status of this Plan.

              


      

       

      
        	 	
                (c)

              	
                GENERAL
                  PROVISIONS.

              


      

       

      
        	 	
                (i)

              	
                The
                  Administrator may require each person purchasing or receiving shares
                  pursuant to an Award to represent to and agree with the Company
                  in writing
                  that such person is acquiring the shares without a view to the
                  distribution thereof.  The certificates for such shares may include
                  any legend which the Administrator deems appropriate to reflect
                  any
                  restrictions on transfer.  All certificates for shares of Stock 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
                  the
                  Commission, any stock exchange or market on which the Stock is
                  then listed
                  and any applicable Federal or state securities law, and the Administrator
                  may cause a legend or legends to be put on any such certificates
                  to make
                  appropriate reference to such
                  restrictions.

              


      

       

      
        	 	
                (ii)

              	
                Nothing
                  contained in the Plan shall prevent the Company or any Affiliate
                  from
                  adopting other or additional compensation arrangements for its
                  employees.

              


      

       

      
        	 	
                (iii)

              	
                The
                  adoption of the Plan shall not confer upon any employee, director,
                  consultant or advisor any right to continued employment, directorship
                  or
                  service, nor shall it interfere in any way with the right of the
                  Company
                  or any Subsidiary or Affiliate to terminate the employment or service
                  of
                  any employee, consultant or advisor at any
                  time.

              


      

       

      
        	 	
                (iv)

              	
                No
                  later than the date as of which an amount first becomes includible
                  the
                  gross income of the Participant for Federal income tax purposes
                  with
                  respect to any Award under the Plan, the Participant shall pay
                  to the
                  Company, or make arrangements satisfactory to the Company regarding
                  the
                  payment of, any Federal, state, local or foreign taxes of any kind
                  required by law to be withheld with respect to such amount.  Unless
                  otherwise determined by the Administrator, withholding obligations
                  may be
                  settled with Stock, including Stock that is part
                  of the Award that gives rise to the withholding requirement. The
                  obligations of the Company under the Plan shall be conditional
                  on such
                  payment or arrangements, and the Company, its Subsidiaries and
                  its
                  Affiliates shall, to the extent permitted by law, have the right
                  to deduct
                  any such taxes from any payment otherwise due to the Participant.
                   The Administrator may establish such procedures as it deems
                  appropriate for the settlement of withholding obligations with
                  Stock.

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

8.  MISCELLANEOUS - continued

       

      
        	 	
                (d)

              	
                The
                  Administrator shall establish such procedures as it deems appropriate
                  for
                  a Participant to designate a beneficiary to whom any amounts payable
                  in
                  the event of the Participant's death are to be paid.  Any amounts
                  owed to the Company or an Affiliate by the Participant of whatever
                  nature
                  may be offset by the Company from the value of any shares of Common
                  Stock,
                  cash or other thing of value under this Plan or an Agreement to
                  be
                  transferred to the Participant, and no shares of Common Stock,
                  cash or
                  other thing of value under this Plan or an Agreement shall be transferred
                  unless and until all disputes between the Company and the Participant
                  have
                  been fully and finally resolved and the Participant has waived
                  all claims
                  to such against the Company or an
                  Affiliate.

              


      

       

      
        	 	
                (e)

              	
                The
                  grant of an Award shall in no way affect the right of the Company
                  to
                  adjust, reclassify, reorganize or otherwise change its capital
                  or business
                  structure or to merge, consolidate, dissolve, liquidate or sell
                  or
                  transfer all or any part of its business or
                  assets.

              


      

       

      
        	 	
                (f)

              	
                If
                  any payment or right accruing to a Participant under this Plan
                  (without
                  the application of this Section (8)(c)(viii)), either alone or
                  together
                  with other payments or rights accruing to the Participant from
                  the Company
                  or an Affiliate ("Total Payments") would constitute a "parachute
                  payment"
                  (as defined in Section 280G of the Code and regulations there under),
                  such
                  payment or right shall be reduced to the largest amount or greatest
                  right
                  that will result in no portion of the amount payable or right accruing
                  under this Plan being subject to an excise tax under Section 4999
                  of the
                  Code or being disallowed as a deduction under Section 280G of the
                  Code;
                  provided, however, that the foregoing shall not apply to the extent
                  provided otherwise in an Award or in the event the Participant
                  is party to
                  an agreement with the Company or an Affiliate that explicitly provides
                  for
                  an alternate treatment of payments or rights that would constitute
                  "parachute payments."  The determination of whether any reduction in
                  the rights or payments under this Plan is to apply shall be made
                  by the
                  Administrator in good faith after consultation with the Participant,
                  and
                  such determination shall be conclusive and binding on the Participant.
                   The Participant shall cooperate in good faith with the Administrator
                  in making such determination and providing the necessary information
                  for
                  this purpose.  The foregoing provisions of this Section 8(c)(viii)
                  shall apply with respect to any person only if, after reduction
                  for any
                  applicable Federal excise tax imposed by Section 4999 of the Code
                  and
                  Federal income tax imposed by the Code, the Total Payments accruing
                  to
                  such person would be less than the amount of the Total Payments
                  as
                  reduced, if applicable, under the foregoing provisions of this
                  Plan and
                  after reduction for only Federal income
                  taxes.

              


      

       

      
        	 	
                (g)
                  

              	
                To
                  the extent that the Administrator determines that the restrictions
                  imposed
                  by the Plan preclude the achievement of the material purposes of
                  the
                  Awards in jurisdictions outside the United States, the Administrator
                  in
                  its discretion may modify those restrictions as it determines to
                  be
                  necessary or appropriate to conform to applicable requirements
                  or
                  practices of jurisdictions outside of the United
                  States.

              


      

       

      
        	 	
                (h)

              	
                The
                  headings contained in this Plan are for reference purposes only
                  and shall
                  not affect the meaning or interpretation of this
                  Plan.

              


      

       

      
        	 	
                (i)

              	
                If
                  any provision of this Plan shall for any reason be held to be invalid
                  or
                  unenforceable, such invalidity or unenforceability shall not effect
                  any
                  other provision hereby, and this Plan shall be construed as if
                  such
                  invalid or unenforceable provision were
                  omitted.

              


      

       

      
        	 	
                (j)

              	
                This
                  Plan shall inure to the benefit of and be binding upon each successor
                  and
                  assign of the Company. All obligations imposed upon a Participant,
                  and all
                  rights granted to the Company hereunder, shall be binding upon
                  the
                  Participant's heirs, legal representatives and
                  successors.

              


      

       

      
        	 	
                (k)

              	
                This
                  Plan and each agreement granting an Award constitute the entire
                  agreement
                  with respect to the subject matter hereof and thereof, provided
                  that in
                  the event of any inconsistency between this Plan and such agreement,
                  the
                  terms and conditions of the Plan shall
                  control.

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      8.
 MISCELLANEOUS
        - continued

       

      
        	 	
                (l)

              	
                In
                  the event there is an effective registration statement under the
                  Securities Act pursuant to which shares of Stock shall be offered
                  for sale
                  in an underwritten offering, a Participant shall not, during the
                  period
                  requested by the underwriters managing the registered public offering,
                  effect any public sale or distribution of shares of Stock received,
                  directly or indirectly, as an Award or pursuant to the exercise
                  or
                  settlement of an Award.

              


      

       

      
        	 	
                (m)

              	
                None
                  of the Company, an Affiliate or the Administrator shall have any
                  duty or
                  obligation to disclose affirmatively to a record or beneficial
                  holder of
                  Stock or an Award, and such holder shall have no right to be advised
                  of,
                  any material information regarding the Company or any Affiliate
                  at any
                  time prior to, upon or in connection with receipt or the exercise
                  of an
                  Award or the Company's purchase of Stock or an Award from such
                  holder in
                  accordance with the terms hereof.

              


      

       

      
        	 	
                (n)

              	
                This
                  Plan, and all Awards, agreements and actions hereunder, shall be
                  governed
                  by, and construed in accordance with, the laws of the state of
                  Delaware
                  (other than its law respecting choice of
                  law).

              


      

       

      9.
         DEFERRAL OF AWARDS.

       

      The
        Administrator (in its sole discretion) may permit a Participant to: (a) have
        cash that otherwise would be paid to such Participant as a result of the
        exercise of a Stock Appreciation Right or the settlement of a Stock Award
        credited to a deferred compensation account established for such Participant
        by
        the Administrator as an entry on the Company's books; (b) have Stock that
        otherwise would be delivered to such Participant as a result of the exercise
        of
        a Stock Option or a Stock Appreciation Right converted into an equal number
        of
        Stock units; or (c) have Stock that otherwise would be delivered to such
        Participant as a result of the exercise of a Stock Option or Stock Appreciation
        Right or the settlement of a Stock Award converted into amounts credited
        to a
        deferred compensation account established for such Participant by the
        Administrator as an entry on the Company's books.  Such amounts shall be
        determined by reference to the Fair Market Value of the Stock as of the date
        on
        which they otherwise would have been delivered to such Participant.  A
        deferred compensation account established under this Section 9 may be credited
        with interest or other forms of investment return, as determined by the
        Administrator.  A Participant for whom such an account is established shall
        have no rights other than those of a general creditor of the Company.  Such
        an account shall represent an unfunded and unsecured obligation of the Company
        and shall be subject to the terms and conditions of the applicable agreement
        between such Participant and the Company.  If the deferral or conversion of
        awards is permitted or required, the Administrator (in its sole discretion)
        may
        establish rules, procedures and forms pertaining to such awards, including
        (without limitation) the settlement of deferred compensation accounts
        established under this Section 9.

      


       

      10.
         AUTOMATIC
        ANNUAL OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.

       

      
        	 	
                (a)

              	
                Each
                  Outside Director shall be automatically granted an Option to purchase
                  10,000 Shares (the "First Option") on the date on which the later
                  of the
                  following events occurs: (A) the effective date of this Plan, as
                  determined in accordance with Section 6 hereof, or (B) the date
                  on which
                  such person first becomes an Outside Director, whether through
                  election by
                  the shareholders of the Company or appointment by the Board to
                  fill a
                  vacancy; provided, however, that an Inside Director who ceases
                  to be an
                  Inside Director but who remains a Director shall not receive a
                  First
                  Option.

              


      

       

      
        	 	
                (b)

              	
                Annual
                  Grants.  On December 1 of each year, commencing December 1, 2006,
                  each person who serves as a Non-Employee Director on such date
                  and if, as
                  of such date, he or she shall have served on the Board for at least
                  the
                  preceding six (6) months, shall automatically receive a Non-Qualified
                  Stock Option to purchase 10,000 shares of
                  Stock.

              


      

       

      
        	 	
                (c)

              	
                Exercisability.
                   Any Stock Option granted to a Non-Employee Director under this
                  Section 10 shall be exercisable in full as of the grant date.
                  Notwithstanding the foregoing, in the event that such Non-Employee
                  Director's service as a Director has terminated prior to the first
                  anniversary of the grant date of such Stock Option for any reason
                  other
                  than death, Disability or retirement at or after age 65, the Company
                  shall
                  have the right to repurchase the shares obtained upon exercise
                  of such
                  Stock
                  Option at a price per share equal to the lesser of (i) the exercise
                  price
                  per share under such Stock Option or (ii) the Fair Market Value
                  per share
                  as of the date the shares are repurchased (the "Repurchase Right").
                   Notwithstanding the foregoing, the Administrator may at any time
                  waive the Repurchase Right, in whole or in part, based on such
                  factors as
                  the Administrator may
                  determine.

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      10.
 AUTOMATIC
        ANNUAL OPTION GRANTS TO NON-EMPLOYEE DIRECTORS - continued

       

      
        	 	
                (d)

              	
                Termination
                  by Death, Disability or Retirement.  The Repurchase Right of the
                  Company with respect to any shares obtained upon exercise of a
                  Stock
                  Option granted to a Non-Employee Director under this Section 10
                  shall
                  terminate in full upon the termination of such Non-Employee Director's
                  service as a Director because of death, Disability or retirement
                  at or
                  after age 65.

              


      

       

      
        	 	
                (e)

              	
                Exercise.
                   The exercise price of any Stock Option granted to a Non-Employee
                  Director under this Section 10 shall equal 100% of the Fair Market
                  Value
                  per share as of the grant date, payable in one of the forms described
                  in
                  Section 4(d).

              


      

       

      
        	 	
                (f)

              	
                Option
                  Term.  Any Stock Option granted to a Non-Employee Director under this
                  Section 10 shall terminate on the earliest of (i) the tenth anniversary
                  of
                  the grant date, (ii) the date 90 days after the termination of
                  such
                  Non-Employee Director's service as a Director for any reason other
                  than
                  death, Disability or retirement at of after age 65 or (iii) the
                  date one
                  year after the termination of such Non-Employee Director's service
                  as a
                  Director because of death, Disability or retirement at or after
                  age
                  65.

              


      

       

      
        	 	
                (g)

              	
                Transferability.
                   A Stock Option granted to a Non-Employee Director under this Section
                  10 shall be transferable by such Non-Employee Director to the same
                  extent
                  as a Stock Option granted pursuant to Section 4, and shall be exercisable
                  by any such person as would be permitted to exercise such Stock
                  Option if
                  granted pursuant to Section 4, in each case as provided in Section
                  4(e).

              


      

       

      


       

      11.
         DEFINITIONS

       

      For
        purposes of this Plan, the following terms are defined as set forth
        below:

       

      
        	 	
                (a)

              	
                "Affiliate,"
                  means a corporation or other entity controlled by the Company and
                  designated by the Administrator as
                  such.

              


      

       

      
        	 	
                (b)

              	
                "Award"
                  means a Stock Appreciation Right, Stock Option or Stock
                  Award.

              


      

       

      
        	 	
                (c)

              	
                "Board"
                  means the Board of Directors of the
                  Company.

              


      

       

      
        	 	
                (d)

              	
                "Cause"
                  means (i) the conviction of the Participant for committing a felony
                  under
                  Federal law or the law of the state in which such action occurred,
                  (ii)
                  dishonesty in the course of fulfilling the Participant's duties
                  as an
                  employee or director of, or consultant or advisor to, the Company
                  or (iii)
                  willful and deliberate failure on the part of the Participant to
                  perform
                  such duties in any material respect. Notwithstanding the foregoing,
                  if the
                  Participant and the Company or the Affiliate have entered into
                  an
                  employment or services agreement which defines the term "Cause"
                  (or a
                  similar term), such definition shall govern for purposes of determining
                  whether such Participant has been terminated for Cause for purposes
                  of
                  this Plan. The Administrator shall make the determination of Cause,
                  in its
                  sole discretion.

              


      

       

      
        	 	
                (e)

              	
                "Code"
                  means the Internal Revenue Code of 1986, as amended from time to
                  time, and
                  any successor thereto.

              


      

       

      
        	 	
                (f)

              	
                "Commission"
                  means the Securities and Exchange Commission or any successor
                  agency.

              


      

       

      
        	 	
                (g)

              	
                "Committee"
                  means a committee of Directors appointed by the Board to administer
                  this
                  Plan.

              


      

       

      
        	 	
                (h)

              	
                "Company"
                  means Studio One Media, Inc., a Delaware
                  corporation.

              


      

       

      
        	 	
                (i)

              	
                "Director"
                  means a member of the Company's Board of
                  Directors.

              


      

       

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      
        11.
 DEFINITIONS
          - continued

         

        
          	 	
                  (j)

                	
                  "Disability"
                    means mental or physical illness that entitles the Participant
                    to receive
                    benefits under the long-term disability plan of the Company or
                    an
                    Affiliate, or if the Participant is not covered by such a plan
                    or the
                    Participant is not an employee of the Company or an Affiliate,
                    a mental or
                    physical illness that renders a Participant totally and permanently
                    incapable of performing the Participant's duties for the Company
                    or an
                    Affiliate; provided, however, that a Disability shall not qualify
                    under
                    this Plan if it is the result of (i) a willfully self-inflicted
                    injury or
                    willfully self-induced sickness; or (ii) an injury or disease
                    contracted,
                    suffered or incurred while participating in a criminal offense.
                     Notwithstanding the foregoing, if the Participant and the Company
                    or
                    an Affiliate have entered into an employment or services agreement
                    which
                    defines the term "Disability" (or a similar term), such definition
                    shall
                    govern for purposes of determining whether such Participant suffers
                    a
                    Disability for purposes of this Plan.  The Administrator shall make
                    the determination of Disability, in its sole discretion.  The
                    determination of Disability for purposes of this Plan shall not
                    be
                    construed to be an admission of disability for any other
                    purpose.

                


        

         

      

      
        	 	
                (k)

              	
                "Effective
                  Date" means October 31, 2006.

              


      

       

      
        	 	
                (l)

              	
                "Eligible
                  Individual" means any officer, employee, employee director, or
                  outside
                  director of the Company or a Subsidiary or Affiliate, or any consultant
                  or
                  advisor providing services to the Company or a Subsidiary or
                  Affiliate.

              


      

       

      
        	 	
                (m)

              	
                "Exchange
                  Act" means the Securities Exchange Act of 1934, as amended from
                  time to
                  time, and any successor thereto.

              


      

       

      
        	 	
                (n)

              	
                "Fair
                  Market Value" means, as of any given date, the fair market value
                  of the
                  Stock as determined by the Administrator or under procedures established
                  by the Administrator. Unless otherwise determined by the Administrator:
                   (i) For purposes of any Award made as of the Underwriting Date,
                  the
                  Fair Market Value shall be deemed to be equal to the price per
                  share at
                  which the Stock is to be sold to the public in the initial public
                  offering
                  of the Stock; and (ii) After the Underwriting Date, the Fair Market
                  Value
                  per share shall be the closing sales price per share of the Stock
                  on
                  Nasdaq (or the principal stock exchange or market on which the
                  Stock is
                  then traded) on the date as of which such value is being determined
                  or the
                  last previous day on which a sale was
                  reported.

              


      

       

      
        	 	
                (o)

              	
                "Family
                  Member" means any child, stepchild, grandchild, parent, stepparent,
                  grandparent, 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 of a Participant (including adoptive relationships);
                  any
                  person sharing the Participant's household (other than a tenant
                  or
                  employee); any trust in which the Participant and any of these
                  persons
                  have substantially
                  all of the beneficial interest; any foundation in which the Participant
                  and any of these persons control the management of the assets;
                  any
                  corporation, partnership, limited liability company or other entity
                  in
                  which the Participant and any of these other persons are the direct
                  and
                  beneficial owners of substantially all of the equity interests
                  (provided
                  the Participant and these other persons agree in writing to remain
                  the
                  direct and beneficial owners of all such equity interests); and
                  any
                  personal representative of the Participant upon the Participant's
                  death
                  for purposes of administration of the Participant's estate or upon
                  the

              


      

       

      Participant's
        incompetency for purposes of the protection and management of the assets
        of the
        Participant.

       

      
        	 	
                (p)

              	
                "Incentive
                  Stock Option" means any Stock Option intended to be and designated
                  as an
                  "incentive stock option" within the meaning of Section 422 of the
                  Code.

              


      

       

      
        	 	
                (q)

              	
                "Nasdaq"
                  means The Nasdaq Stock Market, including the Nasdaq National Market
                  and
                  the Nasdaq Small Cap Market.

              


      

       

      
        	 	
                (r)

              	
                "Non-Employee
                  Director" means a Director who is not an officer or employee of
                  the
                  Company.

              


      

       

      
        	 	
                (s)

              	
                "Non-Qualified
                  Stock Option" means any Stock Option that is not an Incentive Stock
                  Option.

              


      

       

      
        	 	
                (t)

              	
                "Optionee"
                  means a person who holds a Stock
                  Option.

              


      

       

      
        	 	
                (u)

              	
                "Participant"
                  means a person granted an Award.

              


      

       

      
        	 	
                (v)

              	
                "Retirement"
                  means retirement from active employment under a pension plan of
                  the
                  Company or any subsidiary or Affiliate, or under an employment
                  contract
                  with any of them, or termination of employment or provision of
                  services at
                  or after age 55 under circumstances which the Administrator, in
                  its sole
                  discretion, deems equivalent to
                  retirement.

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      11.
 DEFINITIONS
        - continued

       

      
        	 	
                (w)

              	
                "Stock"
                  means Class A Common Stock, par value $0.001 per share, of the
                  Company.

              


      

       

      
        	 	
                (x)

              	
                "Stock
                  Appreciation Right" means a right granted under Section
                  5.

              


      

       

      
        	 	
                (y)

              	
                "Stock
                  Award" means an Award, other than a Stock Option or Stock Appreciation
                  Right, made in Stock or denominated in shares of
                  Stock.

              


      

       

      
        	 	
                (z)

              	
                "Stock
                  Option" means an option granted under Section 4 or Section
                  10.

              


      

       

      
        	 	
                (aa)

              	
                "Subsidiary"
                  means any company during any period in which it is a "subsidiary
                  corporation" (as such term is defined in Section 424(f) of the
                  Code) with
                  respect to the Company.

              


      

       

      
        	 	
                (ab)

              	
                "Ten
                  Percent Holder" means an individual who owns, or is deemed to own,
                  stock
                  possessing more than 10% of the total combined voting power of
                  all classes
                  of stock of the Company or of any parent or subsidiary corporation
                  of the
                  Company, determined pursuant to the rules applicable to Section
                  422(b)(6)
                  of the Code.

              


      

       

      
        	 	
                (ac)

              	
                "Underwriting
                  Agreement," means the agreement between the Company and the underwriter
                  or
                  underwriters managing the initial public offering of the
                  Stock.

              


      

       

      
        	 	
                (ad)

              	
                "Underwriting
                  Date" means the date on which the Underwriting Agreement is executed
                  in
                  connection with an initial underwritten public offering of the
                  Stock. In
                  addition, certain other terms used herein have the definitions
                  given to
                  them in the first places in which they are
                  used.

              


      

       

      


      CERTIFICATE
        OF ADOPTION OF

      2006
        Employee Stock Incentive Plan

      Studio
        One Media, Inc.

       

      The
        undersigned here by certifies that he is the duly elected Secretary of Studio
        One Media, Inc., a Delaware corporation, and that the foregoing 2006 Employee
        Stock Incentive Plan, comprising 18 pages, was adopted by the corporation
        on
        October 31, 2006, by the Board of Directors of the Corporation.

       

      IN
        WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the
        seal
        of the corporation, this 31st day of October 2006.

       

      


       

      


      /s/
        Preston J. Shea 

      Preston
        J. Shea, President

        

       14