vpros820100518ex4-1.htm


    
      

      

    

    EXHIBIT 4.1

     

    VIROPRO,
INC.

    FISCAL
2008 NONSTATUTORY STOCK OPTION PLAN

    AMENDED

    


    


    1.        
    Establishment,
Purpose and Term of Plan.

    


    1.1           Establishment.  The
Viropro, Inc. Fiscal 2008 Nonstatutory Stock Option Plan (the “Plan”) is hereby established
effective as of March
28th, 2008 and amended on
December 17th, 2008.


    1.2           Purpose.  The purpose of
this Nonstatutory Stock Option Plan (the “Plan”) is to advance the interests of
the Participating Company (the “Company”) and its stockholders by providing
deferred stock incentives in addition to current compensation to certain key
executives, certain directors and key employees and consultants of the Company
and of its subsidiaries who contribute significantly to the long-term
performance and growth of the Company and such subsidiaries.  As used in
this Plan, subsidiary includes parent of the Company and any subsidiary of the
Company within the meaning of Sections 425(e) and (f) of the Internal Revenue
Code of 1986, as amended (“Code”), respectively.


    1.3           Term of Plan.  The Plan
shall continue in effect until the earlier of its termination by the Board or
the date on which all of the shares of Stock available for issuance under the
Plan have been issued and all restrictions on such shares under the terms of the
Plan and the agreements evidencing Options granted under the Plan have lapsed.
 However, all Options shall be granted, if at all, within five (5)
years from the date the Plan is adopted by the Board of the
Company.

    


    2.         
   Definitions
and Construction.

    


    2.1           Definitions.  Whenever
used herein, the following terms shall have their respective meanings set forth
below:

    (a)           “Board”
means the Board of Directors of the Company.  If one or more Committees
have been appointed by the Board to administer the Plan, “Board”
also means such Committee(s).

    (b)           “Cause”
means Optionee’s service is terminated because (i) Optionee is convicted of or
pleads nolo contendere
to, a felony or a crime involving moral turpitude; (ii) Optionee is engaged in
personal dishonesty, incompetence, willful misconduct, willful violation of any
law, rule, or regulation (other than minor traffic violations or similar
offenses), or breach of fiduciary responsibilities which involves personal
profit; (iii) Optionee’s material mismanagement in the conduct of the duties
assigned to him by the Company; (iv) Optionee’s willful or intentional failure
to execute or comply with the policies of the Company or his stated duties as
established by the Company; or (v) Optionee’s illegal use of drugs.  A
determination of Cause shall be made in good faith by the Board, and such
determination shall be conclusive.  This definition shall also include, to
the extent not covered above, such term as defined in any employment agreement
between the Company and an Optionee.


    
      
         


      

      
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    (c)           “Code”
means the Internal Revenue Code of 1986, as amended, and any applicable
regulations promulgated thereunder.


    (d)           “Committee”
means the Compensation Committee or other committee of the Board duly appointed
to administer the Plan and having such powers as shall be specified by the
Board.  Unless the powers of the Committee have been specifically limited,
the Committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to amend or terminate the Plan at any
time, subject to the terms of the Plan and any applicable limitations imposed by
law.

    (e)           “Company”
means Viropro, Inc., a
Nevada corporation, or any successor corporation thereto.


    (f)           “Consultant”
means a person engaged to provide consulting or advisory services (other than as
an Employee or a Director) to a Participating Company, provided that the
identity of such person, the nature of such services or the entity to which such
services are provided would not preclude the Company from offering or selling
securities to such person pursuant to the Plan on a Form S-8 Registration
Statement under the Securities Act.


    (g)           “Director”
means a member of the Board or of the Board of Directors of any other
Participating Company.


    (h)           “Disability”
means the permanent and total disability of the Optionee within the meaning of
Section 22(e)(3) of the Code.


    (i)      
     “Employee”
means any person treated as an employee (including an officer or a Director who
is also treated as an employee) in the records of a Participating
Company.


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


    (j)      
     “Fair Market
Value” means, as of any date, the value of a share of Stock or other
property as determined by the Board, in its discretion, or by the Company, in
its discretion, if such determination is expressly allocated to the Company
herein, subject to the following:


    (i)           If,
on such date, the Stock is listed on a national or regional securities exchange
or market system, the Fair Market Value of a share of Stock shall be the closing
price of a share of Stock (or the mean of the closing bid and asked prices of a
share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq
National Market, The Nasdaq SmallCap Market or such other national or regional
securities exchange or market system constituting the primary market for the
Stock, as reported in The Wall Street
Journal or such other source as the Company deems reliable.  If the
relevant date does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the Fair Market Value
shall be established shall be the last day on which the Stock was so traded
prior to the
relevant date, or such other appropriate day as shall be determined by the
Board, in its discretion.


    
      
         


      

      
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    (ii)           If,
on such date, the Stock is not listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall be as
determined by the Board in good faith without regard to any restriction other
than a restriction which, by its terms, will never lapse.

    (l)           “Insider”
means an officer or a Director of the Company or any other person whose
transactions in Stock are subject to Section 16 of the Exchange
Act.

    (m)           “Nonstatutory
Stock Option” means an Option not intended to be (as set forth in the
Option Agreement) or which does not qualify as an Incentive Stock
Option.

    (n)           “Option”
means a right to purchase Stock (subject to adjustment as provided in
Section 4.2) pursuant to the terms and conditions of the Plan.  An
Option shall be a Nonstatutory Stock Option.

    (o)           “Option
Agreement” means a written agreement between the Company and an Optionee
setting forth the terms, conditions and restrictions of the Option granted to
the Optionee and any shares acquired upon the exercise thereof.  An Option
Agreement may consist of a form of “Notice of Grant of Stock Option” and a form
of “Stock Option Agreement” incorporated therein by reference, or such other
form or forms as the Board may approve from time to time.

    (p)           “Optionee”
means a person who has been granted one or more Options.

    (q)           “Parent
Corporation” means any present or future “parent corporation” of the
Company, as defined in Section 424(e) of the Code.

    (r)      
     “Participating
Company” means the Company or any Parent Corporation or Subsidiary
Corporation.

    (s)       
    “Participating
Company Group” means, at any point in time, all corporations collectively
which are then Participating Companies.

    (t)     
      “Rule
16b-3” means Rule 16b-3 under the Exchange Act, as amended from time
to time, or any successor rule or regulation.

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

    (v)           “Service”
means an Optionee’s employment or service with the Participating Company Group,
whether in the capacity of an Employee, a Director or a Consultant.  An
Optionee’s Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Optionee renders Service to the
Participating Company Group or a change in the Participating Company for which
the Optionee renders such Service, provided that there is no interruption or
termination of the Optionee’s Service.  Furthermore, an Optionee’s Service
with the Participating Company Group shall not be deemed to have terminated if
the Optionee takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company; provided, however, that if any such leave
exceeds ninety (90) days, on the ninety-first (91st) day of such leave the
Optionee’s Service shall be deemed to have terminated unless the Optionee’s
right to return to Service with the Participating Company Group is guaranteed by
statute or contract.  Notwithstanding the foregoing, unless otherwise
designated by the Company or required by law, a leave of absence shall not be
treated as Service for purposes of determining vesting under the Optionee’s
Option Agreement.  The Optionee’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the corporation
for which the Optionee performs Service ceasing to be a Participating Company.
 Subject to the foregoing, the Company, in its discretion, shall determine
whether the Optionee’s Service has terminated and the effective date of such
termination.


    
      
         


      

      
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    (w)           “Stock”
means the common stock of the Company, as adjusted from time to time in
accordance with Section 4.2.

    (x)       
    “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code.

     

    2.2           Construction.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of the Plan.  Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular.  Use of the term “or” is not
intended to be exclusive, unless the context clearly requires
otherwise.

     

    3.     
       Administration.

    


    3.1           Administration by the Board.
 The Plan shall be administered by the Board.  All questions of
interpretation of the Plan or of any Option shall be determined by the Board,
and such determinations shall be final and binding upon all persons having an
interest in the Plan or such Option.

    3.2           Authority of Officers.
 Any officer of a Participating Company shall have the authority to
act on behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated
to the Company herein, provided the officer has apparent authority with respect
to such matter, right, obligation, determination or election.

    3.3           Powers of the Board.  In
addition to any other powers set forth in the Plan and subject to the provisions
of the Plan, the Board shall have the full and final power and authority, in its
discretion:

    (a)           to
determine the persons to whom, and the time or times at which, Options shall be
granted and the number of shares of Stock to be subject to each
Option;

    (b)           to
determine the Fair Market Value of shares of Stock or other
property;

    (c)           to
determine the terms, conditions and restrictions applicable to each Option
(which need not be identical) and any shares acquired upon the exercise thereof,
including, without limitation, (i) the exercise price of the Option, (ii) the
method of payment for shares purchased upon the exercise of the Option, (iii)
the method for satisfaction of any tax withholding obligation arising in
connection with the Option or such shares, including by the withholding or
delivery of shares of stock, (iv) the timing, terms and conditions of the
exercisability of the Option or the vesting of any shares acquired upon the
exercise thereof, (v) the time of the expiration of the Option, (vi) the effect
of the Optionee’s termination of Service with the Participating Company Group on
any of the foregoing, and (vii) all other terms, conditions and restrictions
applicable to the Option or such shares not inconsistent with the terms of the
Plan;

    (d)           to
approve one or more forms of Option Agreement;

    (e)           to
amend, modify, extend, cancel or renew any Option or to waive any restrictions
or conditions applicable to any Option or any shares acquired upon the exercise
thereof;


    
      
         


      

      
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    (f)           to
accelerate, continue, extend or defer the exercisability of any Option or the
vesting of any shares acquired upon the exercise thereof, including with respect
to the period following an Optionee’s termination of Service with the
Participating Company Group;

    (g)           to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan,
or to adopt supplements to, or alternative versions of, the Plan, including,
without limitation, as the Board deems necessary or desirable to comply with the
laws of, or to accommodate the tax policy or custom of, foreign jurisdictions
whose citizens may be granted Options; and

    (h)           to
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Option Agreement and to make all other determinations and take such
other actions with respect to the Plan or any Option as the Board may deem
advisable to the extent not inconsistent with the provisions of the Plan or
applicable law.

    3.4           Administration with Respect to
Insiders.  With respect to participation by Insiders in the Plan, at
any time that any class of equity security of the Company is registered pursuant
to Section 12 of the Exchange Act, the Plan shall be administered in
compliance with the requirements, if any, of Rule 16b-3.

    


    4.       
     Shares
Subject to Plan.

    4.1           Maximum Number of Shares
Issuable.  Subject to adjustment as provided in Section 4.2,
the maximum aggregate number of shares of Stock that may be issued under the
Plan shall be ten
million common shares (10,000,000) and shall consist of authorized but
unissued or reacquired shares of Stock or any combination thereof.  If an
outstanding Option for any reason expires or is terminated or canceled or if
shares of Stock are acquired upon the exercise of an Option subject to a Company
repurchase option and are repurchased by the Company at the Optionee’s exercise
price, the shares of Stock allocable to the unexercised portion of such Option
or such repurchased shares of Stock shall again be available for issuance under
the Plan.

    4.2           Adjustments for Changes in Capital
Structure.  In the event of any stock dividend, stock split, reverse
stock split, recapitalization, combination, reclassification or similar change
in the capital structure of the Company, appropriate adjustments shall be made
in the number and class of shares subject to the Plan and to any outstanding
Options and in the exercise price per share of any outstanding Options.  If
a majority of the shares which are of the same class as the shares that are
subject to outstanding Options are exchanged for, converted into, or otherwise
become (whether or not pursuant to an Ownership Change Event, as defined in
Section 8.1) shares of another corporation (the “New Shares”), the Board
may unilaterally amend the outstanding Options to provide that such Options are
exercisable for New Shares.  In the event of any such amendment, the number
of shares subject to, and the exercise price per share of, the outstanding
Options shall be adjusted in a fair and equitable manner as determined by the
Board, in its discretion.  Notwithstanding the foregoing, any fractional
share resulting from an adjustment pursuant to this Section 4.2 shall be
rounded down to the nearest whole number, and in no event may the exercise price
of any Option be decreased to an amount less than the par value, if any, of the
stock subject to the Option.  The adjustments determined by the Board
pursuant to this Section 4.2 shall be final, binding and
conclusive.


    
      
         


      

      
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    5.           Eligibility
and Option Limitations.


    5.1           Persons Eligible for Options.
 Options may be granted only to Employees, Consultants, and Directors.
 For purposes of the foregoing sentence, “Employees,” “Consultants” and
“Directors” shall include prospective Employees, prospective Consultants and
prospective Directors to whom Options are granted in connection with written
offers of an employment or other service relationship with the Participating
Company Group.  Eligible persons may be granted more than one (1)
Option.

    5.2           Option Grant Restrictions.
 Any person who is an Employee on the effective date of the grant of an
Option to such person may be granted only a Nonstatutory Stock Option under the
Plan.  A Nonstatutory Stock Option granted to a prospective Employee upon
the condition that such person become an Employee shall be deemed granted
effective on the date such person commences Service with a Participating
Company, with an exercise price determined as of such date in accordance with
Section 6.1.

    


    6.        
    Terms and
Conditions of Options.

    


    Options
shall be evidenced by Option Agreements specifying the number of shares of Stock
covered thereby, in such form as the Board shall from time to time establish.
 No Option or purported Option shall be a valid and binding obligation of
the Company unless evidenced by a fully executed Option Agreement.  Option
Agreements may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and
conditions:

    6.1           Exercise Price.  The
exercise price for each Option shall be established in the discretion of the
Board; provided, however, that the exercise price per share for an Option shall
be not less than the Fair Market Value of a share of Stock on the effective date
of grant of the Option.

    6.2           Exercisability and Term of
Options.  Options shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance
criteria and restrictions as shall be determined by the Board and set forth in
the Option Agreement evidencing such Option; provided, however, that (a) no
Option shall be exercisable after the expiration of five (5) years after the
effective date of grant of such Option, and (b) no Option granted to a
prospective Employee, prospective Consultant or prospective Director may become
exercisable prior to the date on which such person commences Service with a
Participating Company.  Subject to the foregoing, unless otherwise
specified by the Board in the grant of an Option, any Option granted hereunder
shall terminate five (5) years after the effective date of grant of the Option,
unless earlier terminated in accordance with its provisions.  It is the
Optionee’s sole responsibility to manage its options as per Plan and to decide,
within the exercisable period, if he will decide to exercise and the moment he
will exercise the said options.

    6.3           Payment of Exercise
Price.

    (a)           Forms of
Consideration Authorized. Payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made (i) in
cash, by check or cash equivalent, (ii), subject to the restrictions of
 Section 6.3(b)(ii), by tender to the Company, or attestation to the
ownership, of shares of Stock owned by the Optionee having a Fair Market Value
(as determined by the Company without regard to any restrictions on
transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company) not less than
the exercise price, (iii) by delivery of a properly executed notice
together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of
the shares being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of
the Federal Reserve System), provided that the broker remits to the Company the
exercise price of the Option not later than two days from the date of exercise
of the Option (a “Cashless Exercise”), (iv) provided that the Optionee is
an Employee and in the Company’s sole discretion at the time the Option is
exercised, by delivery of the Optionee’s promissory note in a form approved by
the Company for the aggregate exercise price, (v) by such other
consideration as may be approved by the Board from time to time to the extent
permitted by applicable law, or (vi) by any combination thereof.  The
Board may at any time or from time to time, by approval of or by amendment to
the standard forms of Option Agreement described in Section 7, or by other
means, grant Options which do not permit all of the foregoing forms of
consideration to be used in payment of the exercise price or which otherwise
restrict one or more forms of consideration.


    
      
         


      

      
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    (b)           Limitations on
Forms of Consideration.

    (i)           Tender of Stock.
 Notwithstanding the foregoing, an Option may not be exercised by tender to
the Company, or attestation to the ownership, of shares of Stock to the extent
such tender or attestation would constitute a violation of the provisions of any
law, regulation or agreement restricting the redemption of the Company’s stock.
 Unless otherwise provided by the Board, an Option may not be exercised by
tender to the Company, or attestation to the ownership, of shares of Stock
unless such shares either have been owned by the Optionee for more than six (6)
months or were not acquired, directly or indirectly, from the
Company.

    (ii)            Cashless Exercise.  The
Company reserves, at any and all times, the right, in the Company’s sole and
absolute discretion, to establish, decline to approve or terminate any program
or procedures for the exercise of Options by means of a Cashless
Exercise.

    (iii)            Payment by Promissory Note.
 No promissory note shall be permitted if the exercise of an Option using a
promissory note would be a violation of any law.  Any permitted promissory
note shall be on such terms as the Board shall determine at the time the Option
is granted.  The Board shall have the authority to permit or require the
Optionee to secure any promissory note used to exercise an Option with the
shares of Stock acquired upon the exercise of the Option or with other
collateral acceptable to the Company.  Unless otherwise provided by the
Board, if the Company at any time is subject to the regulations promulgated by
the Board of Governors of the Federal Reserve System or any other governmental
entity affecting the extension of credit in connection with the Company’s
securities, any promissory note shall comply with such applicable regulations,
and the Optionee shall pay the unpaid principal and accrued interest, if any, to
the extent necessary to comply with such applicable regulations.

    6.4           Tax Withholding.  The
Company shall have the right, but not the obligation, to deduct from the shares
of Stock issuable upon the exercise of an Option, or to accept
from the Optionee the tender of, a number of whole shares of Stock having a Fair
Market Value, as determined by the Company, equal to all or any part of the
federal, state, local and foreign taxes, if any, required by law to be withheld
by the Participating Company Group with respect to such Option or the shares
acquired upon the exercise thereof.  Alternatively or in addition, in its
discretion, the Company shall have the right to require the Optionee, through
payroll withholding, cash payment or otherwise, including by means of a Cashless
Exercise, to make adequate provision for any such tax withholding obligations of
the Participating Company Group arising in connection with the Option or the
shares acquired upon the exercise thereof.  The Fair Market Value of any
shares of Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable minimum
statutory withholding rates.  The Company shall have no obligation to
deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to the Option Agreement until the Participating Company Group’s tax
withholding obligations have been satisfied by the
Optionee.


    
      
         


      

      
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    6.5           Repurchase Rights.
 Shares issued under the Plan may be subject to a right of first refusal,
one or more repurchase options, or other conditions and restrictions as
determined by the Board in its discretion at the time the Option is granted.
 The Company shall have the right to assign at any time any repurchase
right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company.  Upon request by the Company,
each Optionee shall execute any agreement evidencing such transfer restrictions
prior to the receipt of shares of Stock hereunder and shall promptly present to
the Company any and all certificates representing shares of Stock acquired
hereunder for the placement on such certificates of appropriate legends
evidencing any such transfer restrictions.

    6.6           Effect of Termination of
Service.

    (a)           Option
Exercisability.  Subject to earlier termination of the Option as
otherwise provided herein and unless otherwise provided by the Board in the
grant of an Option and set forth in the Option Agreement, an Option shall be
exercisable after an Optionee’s termination of Service only during the
applicable time period determined in accordance with this Section 6.6 and
thereafter shall terminate:

    (i)            Disability.
 If the Optionee’s Service with the Participating Company Group terminates
because of the Disability of the Optionee, the Option, to the extent unexercised
and exercisable on the date on which the Optionee’s Service terminated, may be
exercised by the Optionee (or the Optionee’s guardian or legal representative)
at any time prior to the expiration of twelve (12) months (or such other period
of time as determined by the Board, in its discretion) after the date on which
the Optionee’s Service terminated, but in any event no later than the date of
expiration of the Option’s term as set forth in the Option Agreement evidencing
such Option (the “Option Expiration Date”).

    (ii)            Death.
 If the Optionee’s Service with the Participating Company Group terminates
because of the death of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee’s Service terminated, may be
exercised by the Optionee’s legal representative or other person who acquired
the right to exercise the Option by reason of the Optionee’s death at any time
prior to the expiration of twelve (12) months (or such other period of time as
determined by the Board, in its discretion) after the date on which the
Optionee’s Service terminated, but in any event no later than the Option
Expiration Date.  The Optionee’s Service shall be deemed to have terminated
on account of death if the Optionee dies within three (3) months (or such other
period of time as determined by the Board, in its discretion) after the
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    (iii)            Termination of Service Without
Cause.  If the Optionee’s Service with the Participating Company
Group terminates for any reason, except Disability, death, or termination for
cause the Option, to the extent unexercised and exercisable by the Optionee on
the date on which the Optionee’s Service terminated, may be exercised by the
Optionee at any time prior to the expiration of three (3) months (or such other
period of time as determined by the Board, in its discretion) after the date on
which the Optionee’s Service terminated, but in any event no later than the
Option Expiration Date.

    (iv)
  Termination of
Service For Cause.  If the Optionee’s Service with the Participating
Company Group terminates for cause the Option, to the extent unexercised and
exercisable by the Optionee on the date on which the Optionee’s Service
terminated shall be void and of no force or effect.

    (b)           Extension if
Exercise Prevented by Law.  Notwithstanding the foregoing, if the
exercise of an Option within the applicable time periods set forth in
Section 6.6(a) is prevented by the provisions of Section 10 below, the
Option shall remain exercisable until three (3) months (or such longer period of
time as determined by the Board, in its discretion) after the date the Optionee
is notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.

    (c)           Extension if
Optionee Subject to Section 16(b).  Notwithstanding the
foregoing, if a sale within the applicable time periods set forth in
Section 6.6(a) of shares acquired upon the exercise of the Option would
subject the Optionee to suit under Section 16(b) of the Exchange Act, the
Option may as determined in the sole discretion of the Board remain exercisable
until the earliest to occur of (i) the tenth (10th) day following the date
on which a sale of such shares by the Optionee would no longer be subject to
such suit, (ii) the one hundred and ninetieth (190th) day after the
Optionee’s termination of Service, or (iii) the Option Expiration Date.



    6.7           Transferability of Options.
 During the lifetime of the Optionee, an Option shall be exercisable only
by the Optionee or the Optionee’s guardian or legal representative.  No
Option shall be assignable or transferable by the Optionee, except by will or by
the laws of descent and distribution.  Notwithstanding the foregoing, to
the extent permitted by the Board, in its discretion, a Nonstatutory Stock
Option shall be assignable or transferable subject to the applicable
limitations, if any, described in Rule 701 under the Securities Act, and the
General Instructions to Form S-8 Registration Statement under the Securities
Act.


    
      
         


      

      
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    7.      
      Standard
Forms of Option Agreement.


    7.1           Option Agreement.  Unless
otherwise provided by the Board at the time the Option is granted, an Option
shall comply with and be subject to the terms and conditions set forth in the
form of Option Agreement approved by the Board concurrently with its adoption of
the Plan and as amended from time to time.

    7.2           Authority to Vary Terms.
 The Board shall have the authority from time to time to vary the terms of
any standard form of Option Agreement described in this Section 7 either in
connection with the grant or amendment of an individual Option or in connection
with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or
forms of Option Agreement are not inconsistent with the terms of the
Plan.

    


    8.        
    Change in
Control.

    


    8.1           Definitions.

    (a)           An
“Ownership
Change Event” shall be deemed to have occurred if any of the following
occurs with respect to the Company:  (i) the direct or indirect sale or
exchange in a single or series of related transactions by the stockholders of
the Company of more than fifty percent (50%) of the voting stock of the Company;
(ii) a merger or consolidation in which the Company is a party; (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company;
or (iv) a liquidation or dissolution of the Company.

    (b)           A
“Change in
Control” shall mean an Ownership Change Event or a series of related
Ownership Change Events (collectively, a “Transaction”)
wherein the stockholders of the Company immediately before the Transaction do
not retain immediately after the Transaction, in substantially the same
proportions as their ownership of shares of the Company’s voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting stock of the Company or the corporation or corporations to
which the assets of the Company were transferred (the “Transferee
Corporation(s)”), as the case may be.  For purposes of the preceding
sentence, indirect beneficial ownership shall include, without limitation, an
interest resulting from ownership of the voting stock of one or more
corporations which, as a result of the Transaction, own the Company or the
Transferee Corporation(s), as the case may be, either directly or through one or
more subsidiary corporations.  The Board shall have the right to determine
whether multiple sales or exchanges of the voting stock of the Company or
multiple Ownership Change Events are related, and its determination shall be
final, binding and conclusive.

    8.2           Effect of Change in Control on
Options.  In the event of a Change in Control, the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof,
as the case may be (the “Acquiring
Corporation”), may either assume the Company’s rights and obligations
under outstanding Options or substitute for outstanding Options substantially
equivalent options for the Acquiring Corporation’s stock.

    .
 

    9.       
     Compliance
with Securities Law.

    


    The grant
of Options and the issuance of shares of Stock upon exercise of Options shall be
subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities.  Options may not be exercised
if the issuance of shares of Stock upon exercise would constitute a violation of
any applicable federal, state or foreign securities laws or
other law or regulations or the requirements of any stock exchange or market
system upon which the Stock may then be listed.  In addition, no Option may
be exercised unless (a) a registration statement under the Securities Act
shall at the time of exercise of the Option be in effect with respect to the
shares issuable upon exercise of the Option or (b) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Option may be
issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act.  The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance and sale of any shares hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell such shares as to which
such requisite authority shall not have been obtained.  As a condition to
the exercise of any Option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.


    
      
         


      

      
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    10.           Termination
or Amendment of Plan.

    


    The Board
may terminate or amend the Plan at any time.  No termination or amendment
of the Plan shall affect any then outstanding Option unless expressly provided
by the Board.  In any event, no termination or amendment of the Plan may
adversely affect any then outstanding Option without the consent of the
Optionee.

    
 

    


    



    
      
         


      

      
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    PLAN
HISTORY

    


    


    
      	
              June
      14, 2006

            	
              Board
      Adopts Plan, with an Initial Reserve of 2,500,000
  Shares.

            
	 
      	 
      
	
              March
      28, 2008

            	
              Board
      Action Increasing the Plan Reserve by Allocating 10,000,000
      Shares.

            


    

    


    


    


    


    


    


    
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