ex102.htm


    Exhibit
10.2

     

    INDEX
OIL AND GAS INC.

    2008
STOCK INCENTIVE PLAN

     

    ARTICLE
I.  ESTABLISHMENT AND PURPOSE

     

    1.1           Establishment.  Index
Oil and Gas Inc. (“Index”)
hereby establishes the Index Oil and Gas Inc. 2008 Stock Incentive Plan for the
benefit of certain key employees, officers, directors and others performing
services for Index and its Affiliates, as set forth in this document, as an
amendment and restatement of and successor to the Index Oil and Gas Inc. 2006
Incentive Stock Option Plan (the “Prior
Plan”).  Grants made pursuant to the Prior Plan shall continue
to be governed by the terms of such plan as in effect at the time of the award
and the terms of the related grant agreement.

     

    1.2           Purpose.  The
purposes of this Plan are to attract and retain highly qualified individuals to
perform services for the Company, to further align the interests of those
individuals with those of the stockholders of Index, and to more closely link
compensation with Company performance.  Index is committed to creating
long-term stockholder value.  Index’s compensation philosophy is based
on the belief that Index can best create stockholder value if key employees,
officers, directors and others performing services for Index and its Affiliates
act and are rewarded as business owners.  Index believes that an
equity stake through equity compensation programs effectively aligns service
provider and stockholder interests by motivating and rewarding performance that
will enhance stockholder value.

     

    1.3           Effectiveness
and Term.  This Plan shall become effective on the date of its
adoption by the Board (the “Effective
Date”), provided that the Plan is approved within 12 months following
such date by the holders of at least a majority of the shares of Common Stock
either (a) present or represented and entitled to vote at an annual or special
meeting of the stockholders of Index duly held in accordance with applicable law
or (b) by written action in lieu of a meeting in accordance with applicable
law.  If the Plan is not so approved by Index’s stockholders, the Plan
will terminate and any Awards granted hereunder will be null and
void.  Unless terminated earlier by the Board pursuant to Section
14.1, this Plan shall terminate on the day prior to the tenth anniversary of the
Effective Date.

     

    ARTICLE
II.  DEFINITIONS

     

    2.1 “Affiliate”
means any corporation, partnership, limited liability Company, association,
trust or other organization which, directly or indirectly, controls, is
controlled by, or is under common control with, Index.  For purposes
of the preceding sentence, “control” (including, with correlative meanings, the
terms “controlled by” and “under common control with”), as used with respect to
any entity or organization, shall mean the possession, directly or indirectly,
of the power (a) to vote more than 50% of the securities having ordinary
voting power for the election of directors of the controlled entity or
organization, or (b) to direct or cause the direction of the management and
policies of the controlled entity or organization, whether through the ownership
of voting securities or by contract or otherwise.

     

    2.2 “Award”
means an award granted to a Participant in the form of Options, SARs, Restricted
Stock, Restricted Stock Units, Performance Awards, Stock Awards or Other
Incentive Awards, whether granted singly or in combination.

     

    2.3 “Award
Agreement” means a written agreement between Index and a Participant that
sets forth the terms, conditions, restrictions and limitations applicable to an
Award.

     

    2.4 “Board”
means the Board of Directors of Index.

     

    2.5 “Cash
Dividend Right” means a contingent right, granted in tandem with a
specific Restricted Stock Unit Award, to receive an amount in cash equal to the
cash distributions made by Index with respect to a share of Common Stock during
the period such Award is outstanding.

     

    2.6 “Cause”
means, unless otherwise defined in an Employee Agreement entered into by the
Participant, any of the following: (a) a Participant’s conviction of, or
plea of nolo contendere to, any felony or to any crime or offense causing
substantial harm to the Company or involving acts of theft, fraud, embezzlement,
moral turpitude or similar conduct; (b) a Participant’s repeated
intoxication by alcohol or drugs during the performance of his duties in a
manner that materially and adversely affects the Participant’s performance of
such duties; (c) malfeasance in the conduct of the Participant’s duties,
including, but not limited to (i) willful and intentional misuse or diversion of
funds of the Company, (ii) embezzlement or (iii) fraudulent or willful
and material misrepresentations or concealments on any written reports submitted
to the Company; (d) a Participant’s material violation of any provision of any
employment, nonsolicitation, noncompetition or other agreement with the Company;
or (e) a Participant’s material failure to perform the duties of the
Participant’s employment or material failure to follow or comply with the
reasonable and lawful written directives of the Board or senior officers of
Index, in any case under clause (d) or (e) only after the Participant shall have
been informed in writing of such material failure and given a period of not more
than 30 days to remedy same.

     

     

     

    
      
        
        

      

      
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    2.7 “Change
in Control” means the occurrence of a “change in the ownership,” a
“change in the effective control” or a “change in the ownership of a substantial
portion of the assets” of Index, as determined in accordance with this
definition.  For an event to constitute a  Change in Control
that is a “change in the ownership,” a “change in the effective control” or a
“change in the ownership of a substantial portion of the assets” of Index with
respect to a Participant, except as otherwise provided in subparagraph (ii)(B)
of this definition, Index must be (a) the entity for whom the Participant is
providing services at the time of the Change in Control; (b) the entity that is
liable for payment in respect of an Award but only if either the payment is
attributable to the performance of service by the Participant for the entity or
there is a bona fide business purpose for the entity to be liable for the
payment and, in either case, no significant purpose of making the entity liable
for the payment is the avoidance of Federal income tax; or (c) an entity that is
a majority equity holder, meaning an equity holder owning more than 50% of the
total fair market value and total voting power, of an entity identified in (a)
or (b) or any entity in a chain of entities in which each entity is a majority
equity holder of another entity in the chain, ending in an entity identified in
(a) or (b). 
In determining whether an event is a “change in the ownership,” a “change in the
effective control” or a “change in the ownership of a substantial portion of the
assets” of Index, the following provisions apply:

     

    (i)           A
“change in the ownership” of Index will occur on the date on which any one
person, or more than one person acting as a group, acquires ownership of stock
of Index that, together with stock held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock
of Index, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(v).  If a person or group is considered either to own
more than 50% of the total fair market value or total voting power of the stock
of Index, or to have effective control of Index within the meaning of
subparagraph (ii) of this definition, and such person or group acquires
additional stock of Index, the acquisition of additional stock by such person or
group shall not be considered to cause a “change in the ownership” of
Index.

     

    (ii)           A
“change in the effective control” of Index shall occur on either of the
following dates:

     

    (A)           The
date on which any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of Index
possessing 50% or more of the total voting power of the stock of Index, as
determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vi).  If a person or group is considered to possess 50%
or more of the total voting power of the stock of Index, and such person or
group acquires additional stock of Index, the acquisition of additional stock by
such person or group shall not be considered to cause a “change in the effective
control” of Index; or

     

    (B)           The
date on which a majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the appointment or
election, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vi).  The event described in the preceding sentence
will not constitute a “change in effective control” unless no other corporation
is a majority shareholder of Index within the meaning of Code Section
409A.

     

    (iii)           A
“change in the ownership of a substantial portion of the assets” of Index shall
occur on the date on which any one person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from Index that
have a total gross fair market value equal to or more than 50% of the total
gross fair market value of all of the assets of Index immediately before such
acquisition or acquisitions, as determined in accordance with Treasury
Regulation § 1.409A-3(i)(5)(vii).  A transfer of assets shall not be
treated as a “change in the ownership of a substantial portion of the assets”
when the transfer is made to an entity that is controlled by the shareholders of
Index, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vii)(B).

     

     

    
      
        
        

      

      
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    2.8 “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and
regulations.

     

    2.9 “Committee” means
the Remuneration Committee of the Board or such other committee of the Board as
may be designated by the Board to administer the Plan, which committee shall
consist of two or more members of the Board.  To the extent that no
Committee exists that has the authority to administer the Plan, the functions of
the Committee shall be exercised by the Board.  If possible based on
the composition of the Board, during such time as the Common Stock is registered
under Section 12 of the Exchange Act, each member of the Committee shall be an
Outside Director; provided, however, that with respect to the application of the
Plan to Awards made to Outside Directors, the “Committee” shall be the
Board.  If for any reason the appointed Committee does not meet the
requirements of Rule 16b-3 or Section 162(m) of the Code (to the extent
applicable), such noncompliance with such requirements shall not affect the
validity of Awards, grants, interpretations or other actions of the
Committee.

     

    2.10 “Common
Stock” means the common stock of Index, $.001 par value per share, or any
stock or other securities hereafter issued or issuable in substitution or
exchange for the Common Stock.

     

    2.11 “Company”
means Index and any Affiliate.

     

    2.12 “Disability”
means (a) the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months or (b) if the Company has an
accident or health plan covering its employees, the Participant is, by reason of
any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident or health plan covering employees of the
Company; provided, however, that with respect to Options and SARs that are not
subject to Code Section 409A, “Disability” shall mean disabled within the
meaning of Code Section 22(e)(3).

     

    2.13 “Dividend
Unit Right” means a contingent right, granted in tandem with a specific
Restricted Stock Unit Award, to have an additional number of Restricted Stock
Units credited to a Participant in respect of the Award equal to the number of
shares of Common Stock that could be purchased at Fair Market Value with the
amount of each cash distribution made by Index with respect to a share of Common
Stock during the period such Award is outstanding.

     

    2.14 “Effective
Date” means the date this Plan becomes effective as provided in Section
1.3.

     

    2.15 “Employee”
means an employee of the Company; provided, however, that the term “Employee”
does not include an Outside Director or an individual performing services for
the Company who is treated for tax purposes as an independent contractor at the
time of performance of services.

     

    2.16 “Employee
Agreement” means any agreement between the Company and an Employee
containing one or more of the following agreements or covenants by the
Employee:  (i) an employment agreement, (ii) an agreement by the
Employee to keep confidential certain information, (iii) an agreement or
covenant to refrain from competing with the Company, (iv) an agreement or
covenant to refrain from soliciting employees or customers of the Company, or
(v) an agreement to disclose and assign to the Company certain intellectual
property, including without limitation, ideas, inventions, discoveries,
processes, designs, methods, substances, articles, computer programs, and
improvements.

     

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

     

    2.18 “Fair
Market Value” means (a) if the Common Stock is listed on any established
stock exchange or a national market system, including without limitation Nasdaq
Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, the American
Stock Exchange and the New York Stock Exchange, the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system for the date of the determination (or if there was no quoted price for
such date, then for the last preceding business day on which there was a quoted
price), as reported in The
Wall Street Journal or such other source as the Committee deems reliable;
(b) if the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the mean between the high bid and
low asked prices for the Common Stock for the date of the determination, as
reported in The
Wall Street Journal or such other source as the Committee deems reliable;
or (c) if the Common Stock is not reported or quoted by any such organization,
(i) with respect to Incentive Stock Options, the fair market value of the Common
Stock as determined in good faith by the Committee within the meaning of Section
422 of the Code or (ii) with respect to other Awards, fair market value of the
Common Stock as determined in good faith by the Committee using a “reasonable
application of a reasonable valuation method” within the meaning of Treasury
Regulation § 1.409A-1(b)(5)(iv)(B).

     

     

     

    
      
        
        

      

      
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    2.19  “Grant
Date” means the date an Award is determined to be effective by the
Committee upon the grant of such Award.

     

    2.20 “Incentive
Stock Option” means an Option that is intended to meet the requirements
of Section 422(b) of the Code.

     

    2.21 “Index”
means Index Oil and Gas Inc., a Nevada corporation, or any successor
thereto.

     

    2.22 “Nonqualified
Stock Option” means an Option that is not an Incentive Stock
Option.

     

    2.23 “Option”
means an option to purchase shares of Common Stock granted to a Participant
pursuant to Article VII.  An Option may be either an Incentive Stock
Option or a Nonqualified Stock Option, as determined by the
Committee.

     

    2.24 “Other
Incentive Award” means an incentive award granted to a Participant
pursuant to Article XII.

     

    2.25 “Outside
Director” means a member of the Board who (a) meets the independence
requirements of the principal exchange or quotation system upon which the shares
of Common Stock are listed or quoted, (b) qualifies as an “outside director”
under Section 162(m) of the Code, (c) qualifies as a “non-employee director” of
Index under Rule 16b-3, and (d) satisfies independence criteria under any other
applicable laws or regulations relating to the issuance of shares of Common
Stock to Employees.

     

    2.26 “Participant”
means an Employee, Outside Director or other individual performing services for
the Company that has been granted an Award; provided, however, that no Award
that may be settled in Common Stock may be issued to a Participant that is not a
natural person.

     

    2.27 “Performance
Award” means an Award granted to a Participant pursuant to Article XI to
receive cash or Common Stock conditioned in whole or in part upon the
satisfaction of specified performance criteria.

     

    2.28 “Permitted
Transferee” shall have the meaning given such term in Section
15.4.

     

    2.29 “Plan”
means the Index Oil and Gas Inc. 2008 Stock Incentive Plan, as in effect from
time to time.

     

    2.30 “Prior
Plan” means the Index Oil and Gas Inc. 2006 Incentive Stock Option
Plan.

     

    2.31 “Restricted
Period” means the period established by the Committee with respect to an
Award of Restricted Stock or Restricted Stock Units during which the Award
remains subject to forfeiture.

     

    2.32 “Restricted
Stock” means a share of Common Stock granted to a Participant pursuant to
Article IX that is subject to such terms, conditions and restrictions as may be
determined by the Committee.

     

    2.33 “Restricted
Stock Unit” means a fictional share of Common Stock granted to a
Participant pursuant to Article X that is subject to such terms, conditions and
restrictions as may be determined by the Committee.

     

     

     

    
      
        
        

      

      
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    2.34 “Rule
16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or
any successor rule or regulation that may be in effect from time to
time.

     

    2.35 “SEC”
means the United States Securities and Exchange Commission, or any successor
agency or organization.

     

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

     

    2.37 “Stock
Appreciation Right” or “SAR”
means a right granted to a Participant pursuant to Article VIII with respect to
a share of Common Stock to receive upon exercise cash, Common Stock or a
combination of cash and Common Stock, equal to the appreciation in value of a
share of Common Stock.

     

    2.38 “Stock
Award”  means
an award of common stock pursuant to section 12.1.

     

    ARTICLE
III.  PLAN ADMINISTRATION

     

    3.1 Plan
Administrator and Discretionary Authority.  The Plan shall be
administered by the Committee.  The Committee shall have total and
exclusive responsibility to control, operate, manage and administer the Plan in
accordance with its terms.  The Committee shall have all the authority
that may be necessary or helpful to enable it to discharge its responsibilities
with respect to the Plan.  Without limiting the generality of the
preceding sentence, the Committee shall have the exclusive right to (a)
interpret the Plan and the Award Agreements executed hereunder, (b) decide all
questions concerning eligibility for, and the amount of, Awards granted under
the Plan, (c) construe any ambiguous provision of the Plan or any Award
Agreement, (d) prescribe the form of Award Agreements, (e) correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award
Agreement, (f) issue administrative guidelines as an aid to administering the
Plan and make changes in such guidelines as the Committee from time to time
deems proper, (g) make regulations for carrying out the Plan and make changes in
such regulations as the Committee from time to time deems proper, (h) determine
whether Awards should be granted singly or in combination, (i) to the extent
permitted under the Plan, grant waivers of Plan terms, conditions, restrictions
and limitations, (j) accelerate the exercise, vesting or payment of an Award
when such action or actions would be in the best interests of the Company, (k)
provide for the extension of the exercisability of an Option to the extent such
extension does not result in a modification of the Option for purposes of Code
Section 409A, (l) require Participants to hold a stated number or percentage of
shares of Common Stock acquired pursuant to an Award for a stated period, and
(m) take any and all other actions the Committee deems necessary or advisable
for the proper operation or administration of the Plan.  The Committee
shall have authority in its sole discretion with respect to all matters related
to the discharge of its responsibilities and the exercise of its authority under
the Plan, including without limitation its construction of the terms of the Plan
and its determination of eligibility for participation in, and the terms of
Awards granted under, the Plan.  The decisions of the Committee and
its actions with respect to the Plan shall be final, conclusive and binding on
all persons having or claiming to have any right or interest in or under the
Plan, including without limitation Participants and their respective Permitted
Transferees, estates, beneficiaries and legal representatives.  In the
case of an Award intended to be eligible for the performance-based compensation
exemption under section 162(m) of the Code, the Committee shall exercise its
discretion consistent with qualifying the Award for such
exemption.

     

    3.2 Liability;
Indemnification.  No member of the Committee, nor any person to
whom it has delegated authority, shall be personally liable for any action,
interpretation or determination made in good faith with respect to the Plan or
Awards granted hereunder, and each member of the Committee (or delegatee of the
Committee) shall be fully indemnified and protected by Index with respect to any
liability he may incur with respect to any such action, interpretation or
determination, to the maximum extent permitted by applicable
law.

     

    ARTICLE
IV.  SHARES SUBJECT TO THE PLAN

     

    4.1 Available
Shares.

     

    (a)           Subject
to adjustment as provided in Sections 4.2, the maximum number of shares of
Common Stock that shall be available for grant of Awards under the Plan shall be
(i) 5,500,000 shares, plus (ii) shares of Common Stock, if any, that, as of the
Effective Date, remain available for grants under the Prior Plan, plus (iii)
shares of Common Stock subject to outstanding grants under the Prior Plan on the
Effective Date, that later expire, are forfeited or otherwise cease to be
subject to such grants for any reason other than such grants having been
exercised or paid.  If an Award granted under this Plan expires, is
forfeited or otherwise ceases to be subject to such Award for any reason other
than such Awards having been exercised or paid, the undelivered shares of Common
Stock which were subject to the Award shall, unless the Plan shall have been
terminated, become available for future Awards under the
Plan.

     

     

     

    
      
        
        

      

      
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    (b)           The
maximum aggregate number of shares of Common Stock that may be issued pursuant
to Incentive Stock Options is 5,500,0001. The maximum number of shares of Common Stock
that may be subject to all Awards granted under the Plan to any one Participant
each fiscal year is 500,000 shares.  The maximum number of shares of
Common Stock that may be subject to Nonqualified Stock Options and SARs granted
under the Plan to any one Participant during a fiscal year is 500,000
shares.  The limitations provided in this Section 4.1(b) shall be
subject to adjustment as provided in Section 4.2.

     

    (c)           Shares
of Common Stock issued pursuant to the Plan may be original issue or treasury
shares or a combination of the foregoing, as the Committee, in its sole
discretion, shall from time to time determine.  During the term of
this Plan, Index will at all times reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan.  If, after reasonable efforts, which efforts shall not include
registration of the Plan or Awards under the Securities Act, Index is unable to
obtain authority from any applicable regulatory body, which authorization is
deemed necessary by legal counsel for Index for the lawful issuance of shares
under the Plan, Index shall be relieved of any liability with respect to its
failure to issue and sell the shares for which such requisite authority was so
deemed necessary unless and until such authority is
obtained.

     

    (d)           Notwithstanding
any provision of this Plan to the contrary, the Board or the Committee shall
have the right to substitute or assume awards in connection with mergers,
reorganizations, separations or other transactions to which Section 424(a) of
the Code applies, provided such substitutions or assumptions are permitted by
Section 424 of the Code (or, if applicable, Section 409A of the Code) and the
regulations promulgated thereunder.

     

    4.2 Adjustments
for Recapitalizations and Reorganizations.  Subject to Article
XIII, if there is any change in the number or kind of shares of Common Stock
outstanding (a) by reason of a stock dividend, spin-off, recapitalization, stock
split or combination or exchange of shares, (b) by reason of a merger,
reorganization or consolidation, (c) by reason of a reclassification or change
in par value or (d) by reason of any other extraordinary or unusual event
affecting the outstanding Common Stock as a class without Index’s receipt of
consideration, or if the value of outstanding shares of Common Stock is reduced
as a result of a spin-off or Index’s payment of an extraordinary cash dividend,
or distribution, or dividend or distribution consisting of any assets of Index
other than cash, the maximum number and kind of shares of Common Stock available
for issuance under the Plan, the maximum number and kind of shares of Common
Stock for which any individual may receive Awards in any fiscal year or under
the Plan, the number and kind of shares of Common Stock covered by outstanding
Awards, and the price per share or the applicable market value or performance
target of such Awards will be appropriately adjusted by the Committee to reflect
any increase or decrease in the number of, or change in the kind or value of,
issued shares of Common Stock to preclude, to the extent practicable, the
enlargement or dilution of rights under such Awards; provided, however, that any
fractional shares resulting from such adjustment shall be
eliminated.  Notwithstanding the provisions of this Section 4.2, (i)
the number and kind of shares of Common Stock available for issuance as
Incentive Stock Options under the Plan shall be adjusted only in accordance with
Sections 422 and 424 of the Code and the regulations thereunder and (ii)
outstanding Awards and Award Agreements shall be adjusted in accordance with (A)
Sections 422 and 424 of the Code and the regulations thereunder with respect to
Incentive Stock Options and (B) Section 409A of the Code and the regulations
thereunder with respect to Nonqualified Stock Options and, to the extent
applicable, other Awards.

     

    4.3 Adjustments
for Awards.  The Committee shall have sole discretion to
determine the manner in which shares of Common Stock available for grant of
Awards under the Plan are counted.  Without limiting the discretion of
the Committee under this Section 4.3, unless otherwise determined by the
Committee, the following rules shall apply for the purpose of determining the
number of shares of Common Stock available for grant of Awards under the
Plan:

     

     

     

    
      
        
        

      

      
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    (a)           Options,
Restricted Stock and Stock Awards.  The grant of Options,
Restricted Stock or Stock Awards shall reduce the number of shares of Common
Stock available for grant of Awards under the Plan by the number of shares of
Common Stock subject to such an Award.

     

    (b)           SARs.  The
grant of SARs that may be paid or settled (i) only in Common Stock or (ii) in
either cash or Common Stock shall reduce the number of shares available for
grant of Awards under the Plan by the number of shares subject to such an Award;
provided, however, that upon the exercise of SARs, the excess of the number of
shares of Common Stock with respect to which the Award is exercised over the
number of shares of Common Stock issued upon exercise of the Award shall again
be available for grant of Awards under the Plan.  The grant of SARs
that may be paid or settled only for cash shall not affect the number of shares
available for grant of Awards under the Plan.

     

    (c)           Restricted
Stock Units.  The grant of Restricted Stock Units (including
those credited to a Participant in respect of a Dividend Unit Right) that may be
paid or settled (i) only in Common Stock or (ii) in either cash or Common Stock
shall reduce the number of shares available for grant of Awards under the Plan
by the number of shares subject to such an Award; provided, however, that upon
settlement of the Award, the excess, if any, of the number of shares of Common
Stock that had been subject to such Award over the number of shares of Common
Stock issued upon its settlement shall again be available for grant of Awards
under the Plan.  The grant of Restricted Stock Units that may be paid
or settled only for cash shall not affect the number of shares available for
grant of Awards under the Plan.

     

    (d)           Performance
Awards and Other Incentive Awards.  The grant of a Performance
Award or Other Incentive Award in the form of Common Stock or that may be paid
or settled (i) only in Common Stock or (ii) in either Common Stock or cash shall
reduce the number of shares available for grant of Awards under the Plan by the
number of shares subject to such an Award; provided, however, that upon
settlement of the Award, the excess, if any, of the number of shares of Common
Stock that had been subject to such Award over the number of shares of Common
Stock issued upon its settlement shall again be available for grant of Awards
under the Plan.  The grant of a Performance Award or Other Incentive
Award that may be paid or settled only for cash shall not affect the number of
shares available for grant of Awards under the Plan.

     

    (e)           Cancellation,
Forfeiture and Termination.  If any Award referred to in
Sections 4.3(a), (b), (c) or (d) (other than an Award that may be paid or
settled only for cash) is canceled or forfeited, or terminates, expires or
lapses, for any reason, the shares then subject to such Award shall again be
available for grant of any Awards under the Plan.

     

    (f)           Payment
of Exercise Price and Withholding Taxes.  If shares of Common
Stock are used to pay the exercise price of an Award, the number of shares
available for grant of Awards under the Plan shall be increased by the number of
shares delivered as payment of such exercise price.  If shares of
Common Stock are used to pay withholding taxes payable upon exercise, vesting or
payment of an Award, or shares of Common Stock that would be acquired upon
exercise, vesting or payment of an Award are withheld to pay withholding taxes
payable upon exercise, vesting or payment of such Award, the number of shares
available for grant of Awards under the Plan shall be increased by the number of
shares delivered or withheld as payment of such withholding taxes.

    
ARTICLE
V.  ELIGIBILITY

     

    The
Committee shall select Participants from those Employees, Outside Directors and
other individuals or entities providing services to the Company that, in the
opinion of the Committee, are in a position to make a significant contribution
to the success of the Company.  Once a Participant has been selected
for an Award by the Committee, the Committee shall determine the type and size
of Award to be granted to the Participant and shall establish in the related
Award Agreement the terms, conditions, restrictions and limitations applicable
to the Award, in addition to those set forth in the Plan and the administrative
guidelines and regulations, if any, established by the
Committee.  Notwithstanding the foregoing, Employees, Outside
Directors and other individuals or entities that provide services to Affiliates
that are not considered a single employer with Index under Code Section 414(b)
or Code Section 414(c) shall not be eligible to receive Awards which are subject
to Code Section 409A until the Affiliate adopts this Plan as a participating
employer in accordance with Section 15.19.

     

     

     

    
      
        
        

      

      
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    ARTICLE
VI.  FORM OF AWARDS

    


    6.1           Form
of Awards.  Awards may be granted under the Plan, in the
Committee’s sole discretion, in the form of Options pursuant to Article VII,
SARs pursuant to Article VIII, Restricted Stock pursuant to Article IX,
Restricted Stock Units pursuant to Article X, Performance Awards pursuant to
Article XI and Stock Awards and Other Incentive Awards pursuant to Article XII,
or a combination thereof.  All Awards shall be subject to the terms,
conditions, restrictions and limitations of the Plan.  The Committee
may, in its sole discretion, subject any Award to such other terms, conditions,
restrictions and/or limitations (including without limitation the time and
conditions of exercise, vesting or payment of an Award and restrictions on
transferability of any shares of Common Stock issued or delivered pursuant to an
Award), provided they are not inconsistent with the terms of the
Plan.  The Committee may, but is not required to, subject an Award to
such conditions as it determines are necessary or appropriate to ensure that an
Award constitutes “qualified performance based compensation” within the meaning
of Section 162(m) of the Code and the regulations thereunder.  Awards
under a particular Article of the Plan need not be uniform, and Awards under
more than one Article of the Plan may be combined in a single Award
Agreement.  Any combination of Awards may be granted at one time and
on more than one occasion to the same Participant.  Subject to
compliance with applicable tax law, an Award Agreement may provide that a
Participant may elect to defer receipt of income attributable to the exercise or
vesting of an Award.

     

    6.2           Loans.  The
Committee may, in its sole discretion, approve the extension of a loan by the
Company to a Participant who is an Employee to assist the Participant in paying
the exercise price or purchase price of an Award; provided, however, that no
loan shall be made to any officer of the Company or to any other person if the
extension of such loan would violate any provision of applicable law (including,
without limitation, the Sarbanes-Oxley Act of 2002).  Any loan will be
made upon such terms and conditions as the Committee shall
determine.

     

    ARTICLE
VII.  OPTIONS

     

    7.1 General.  Awards
may be granted in the form of Options that may be Incentive Stock Options or
Nonqualified Stock Options, or a combination of both.  Incentive Stock
Options may be granted only to employees of Index or a “parent corporation” or a
“subsidiary corporation” of Index, as those terms are defined in Sections 424(e)
and (f) of the Code, respectively.  Nonqualified Stock Options may be
granted only to Employees, Outside Directors or other individuals performing
services for Index or a corporation or other type of entity in a chain of
corporations or other entities in which each corporation or other entity has a
“controlling interest” in another corporation or entity in the chain, starting
with Index and ending with the corporation or other entity for which the
Employee performs services.  For purposes of this Section,
“controlling interest” means (a) in the case of a corporation, ownership of
stock possessing at least 50% of total combined voting power of all classes of
stock entitled to vote of such corporation or at least 50% of the total value of
shares of all classes of stock of such corporation; (b) in the case of a
partnership, ownership of at least 50% of the profits interest or capital
interest of such partnership; (c) in the case of a sole proprietorship,
ownership of the sole proprietorship; or (d) in the case of a trust or estate,
ownership of an actuarial interest (as defined in Treasury Regulation §
1.414(c)-2(b)(2)(ii)) of at least 50% of such trust or
estate.

     

    7.2 Terms
and Conditions of Options.  An Option shall be exercisable in
whole or in such installments and at such times as may be determined by the
Committee, provided that an Option granted to an Employee shall become
exercisable over a period of no longer than five years and no less than 20% of
the shares covered by such Option shall become exercisable
annually.  To the extent not exercised, installments (if more than
one) shall accumulate, but shall be exercisable, in whole or in part, only
during the period of exercise stated in the Award Agreement, whether or not
other installments are then exercisable.  No portion of an Option
shall be exercisable, in whole or in part, prior to one year from the Grant Date
unless the Award Agreement provides otherwise.  The price at which a
share of Common Stock may be purchased upon exercise of an Option shall be
determined by the Committee, but such exercise price shall not be less than 100%
of the Fair Market Value per share of Common Stock on the Grant Date unless,
with respect to a Nonqualified Stock Option, (a) the Option is granted through
the assumption of, or in substitution for, outstanding awards previously granted
to individuals who became Employees (or other service providers) as a result of
a merger, consolidation, acquisition or other corporate transaction involving
the Company which complies with Treasury Regulation § 1.409A-1(b)(5)(v)(D) or
(b) the Option is otherwise structured to be exempt from or comply with Section
409A of the Code.  Except as otherwise provided in Section 7.3, the
term of each Option shall be as specified by the Committee; provided, however,
that no Options shall be exercisable later than 10 years after the Grant
Date.  Options may be granted with respect to Restricted Stock or
shares of Common Stock that are not Restricted Stock, as determined by the
Committee in its sole discretion.

     

     

     

    
      
        
        

      

      
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    7.3 Restrictions
Relating to Incentive Stock Options.

     

    (a)           Options
granted in the form of Incentive Stock Options shall, in addition to being
subject to the terms and conditions of Section 7.2, comply with Section 422(b)
of the Code.  To the extent the aggregate Fair Market Value
(determined as of the dates the respective Incentive Stock Options are granted)
of Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by an individual during any calendar year under all incentive
stock option plans of Index and its parent and subsidiary corporations exceeds
$100,000, such excess Incentive Stock Options shall be treated as options that
do not constitute Incentive Stock Options.  The Committee shall
determine, in accordance with the applicable provisions of the Code, which of a
Participant’s Incentive Stock Options will not constitute Incentive Stock
Options because of such limitation and shall notify the Participant of such
determination as soon as practicable after such determination.  The
price at which a share of Common Stock may be purchased upon exercise of an
Incentive Stock Option shall be determined by the Committee, but such exercise
price shall not be less than 100% of the Fair Market Value of a share of Common
Stock on the Grant Date.  No Incentive Stock Option shall be granted
to an Employee under the Plan if, at the time such Option is granted, such
Employee owns stock possessing more than 10% of the total combined voting power
of all classes of stock of Index or of its parent or subsidiary corporations,
within the meaning of Section 422(b)(6) of the Code, unless (i) on the Grant
Date of such Option, the exercise price of such Option is at least 110% of the
Fair Market Value of the Common Stock subject to the Option and (ii) such Option
by its terms is not exercisable after the expiration of five years from the
Grant Date of the Option.

     

    
      (b)    Each
Participant awarded an Incentive Stock Option shall notify Index in writing
immediately after the date he or she makes a disqualifying disposition of any
shares of Common Stock acquired pursuant to the exercise of such Incentive Stock
Option.  A disqualifying disposition is any disposition (including any
sale) of such Common Stock before the later of (i) two years after the Grant
Date of the Incentive Stock Option or (ii) one year after the date of exercise
of the Incentive Stock Option.

    

     

    7.4 Exercise
of Options.

     

    (a)           Subject
to the terms and conditions of the Plan, Options shall be exercised by the
delivery of a written notice of exercise to Index, setting forth the number of
whole shares of Common Stock with respect to which the Option is to be
exercised, accompanied by full payment for such shares.

     

    (b)           Upon
exercise of an Option, the exercise price of the Option shall be payable to
Index in full either (i) in cash or an equivalent acceptable to the
Committee, (ii) in the sole discretion of the Committee and in accordance
with any applicable administrative guidelines established by the Committee, (A)
by tendering one or more previously acquired nonforfeitable, unrestricted shares
of Common Stock having an aggregate Fair Market Value at the time of exercise
equal to the total exercise price or (B) by surrendering a sufficient portion of
the shares with respect to which the Option is exercised having an aggregate
Fair Market Value at the time of exercise equal to the total exercise price or
(iii) in a combination of the forms specified in (i) or (ii) of this subsection;
provided, however, that payment of the exercise price by means of tendering or
surrendering shares of Common Stock shall not be permitted when the same may, in
the reasonable opinion of the Committee, cause Index to record a loss or expense
as a result thereof.

     

    (c)           During
such time as the Common Stock is registered under Section 12 of the Exchange
Act, to the extent permissible under applicable law, payment of the exercise
price of an Option may also be made, in the absolute discretion of the
Committee, by delivery to Index or its designated agent of an executed
irrevocable option exercise form together with irrevocable instructions to a
broker-dealer to sell or margin a sufficient portion of the shares with respect
to which the Option is exercised and deliver the sale or margin loan proceeds
directly to Index to pay the exercise price and any required withholding
taxes.

     

    (d)           As
soon as reasonably practicable after receipt of written notification of exercise
of an Option and full payment of the exercise price and any required withholding
taxes, Index shall (i) deliver to the Participant, in the Participant’s name or
the name of the Participant’s designee, a stock certificate or certificates in
an appropriate aggregate amount based upon the number of shares of Common Stock
purchased under the Option or (ii) cause to be issued in the Participant’s name
or the name of the Participant’s designee, in book-entry form, an appropriate
number of shares of Common Stock based upon the number of shares purchased under
the Option.

     

     

     

    
      
        
        

      

      
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    7.5           Termination
of Employment or Service.  Each Award Agreement embodying the
Award of an Option shall set forth the extent to which the Participant shall
have the right to exercise the Option following termination of the Participant’s
employment or service with the Company.  Such provisions shall be
determined by the Committee in its absolute discretion, need not be uniform
among all Options granted under the Plan and may reflect distinctions based on
the reasons for termination of employment or service.  In the event a
Participant’s Award Agreement embodying the award of an Option does not set
forth such termination provisions, the following termination provisions shall
apply with respect to such Award:

     

    (a)           Termination
For Cause.  If the employment or service of a Participant shall
terminate for Cause, each outstanding Option held by the Participant shall
automatically terminate as of the date of such termination of employment or
service, and the right to exercise the Option shall immediately
terminate.

     

    (b)           Termination
By Reason of Death or Disability.  In the event of a
Participant’s death or Disability while employed by or in the service of Index
or an Affiliate, each outstanding Option shall remain outstanding and may be
exercised by the person who acquires the Option by will or the laws of descent
and distribution, or by the Participant, as the case may be, but only (i) within
18 months following the date of death or 12 months following the date of
Disability, as applicable (in each case, if otherwise prior to the date of
expiration of the Option), and not thereafter, and (ii) to purchase the number
of shares of Common Stock, if any, that could be purchased upon exercise of the
Option at the time of death or Disability.

     

    (c)           Termination
For Reasons Other Than Cause, Death or Disability.  If a
Participant’s employment or service with the Company is terminated voluntarily
by the Participant or by action of Index or an Affiliate for reasons other than
for Cause, an Option may be exercised, but only (i) within six months after
such termination (if otherwise prior to the date of expiration of the Option),
and not thereafter, and (ii) to purchase the number of shares of Common
Stock, if any, that could be purchased upon exercise of the Option at the date
of termination of the Participant’s employment or service.

     

    Notwithstanding
the foregoing, except in the case of a Participant’s death, an Option will not
be treated as an Incentive Stock Option unless at all times beginning on the
Grant Date and ending on the day three months (one year in the case of a
Participant who is “disabled” within the meaning of Section 22(e)(3) of the
Code) before the date of exercise of the Option, the Participant is an employee
of Index or a “parent corporation” or a “subsidiary corporation” of Index, as
those terms are defined in Sections 424(e) and (f) of the Code, respectively (or
a corporation or a parent or subsidiary corporation of such corporation issuing
or assuming an option in a transaction to which Section 424(a) of the Code
applies).

     

    ARTICLE
VIII.  STOCK APPRECIATION RIGHTS

     

    8.1           General.

     

    
      	
              (a)

            	
              The
      Committee may grant Awards in the form of SARs in such numbers and at such
      times as it shall determine.  SARs shall vest and be exercisable
      in whole or in such installments and at such times as may be determined by
      the Committee.  The price at which SARs may be exercised shall
      be determined by the Committee but shall not be less than 100% of the Fair
      Market Value per share of Common Stock on the Grant Date unless (i) the
      SARs are granted through the assumption of, or in substitution for,
      outstanding awards previously granted to individuals who became Employees
      (or other service providers) as a result of a merger, consolidation,
      acquisition or other corporate transaction involving the Company which
      complies with Treasury Regulation § 1.409A-1(b)(5)(v)(D) or (ii) the SARs
      are otherwise structured to be exempt from or comply with Section 409A of
      the Code.  The term of each SAR shall be as specified by the
      Committee; provided, however, that no SAR shall be exercisable later than
      10 years after the Grant Date.  At the time of an Award of SARs,
      the Committee may, in its sole discretion, prescribe additional terms,
      conditions, restrictions and limitations applicable to the SARs, including
      without limitation rules pertaining to the termination of employment or
      service (by reason of death, permanent and total disability, or otherwise)
      of a Participant prior to exercise of the SARs, as it determines are
      necessary or appropriate, provided they are not inconsistent with the
      Plan.

            


    

     

     

    
      
        
        

      

      
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              (b)

            	
              SARs
      may be granted only to Employees, Outside Directors or other individuals
      performing services for Index or a corporation or other type of entity in
      a chain of corporations or other entities in which each corporation or
      other entity has a “controlling interest” in another corporation or entity
      in the chain, starting with Index and ending with the corporation or other
      entity for which the Employee performs services.  For purposes
      of this Section, “controlling interest” means (a) in the case of a
      corporation, ownership of stock possessing at least 50% of total combined
      voting power of all classes of stock entitled to vote of such corporation
      or at least 50% of the total value of shares of all classes of stock of
      such corporation; (b) in the case of a partnership, ownership of at least
      50% of the profits interest or capital interest of such partnership; (c)
      in the case of a sole proprietorship, ownership of the sole
      proprietorship; or (d) in the case of a trust or estate, ownership of an
      actuarial interest (as defined in Treasury Regulation §
      1.414(c)-2(b)(2)(ii)) of at least 50% of such trust or
    estate.

            


    

     

    8.2           Exercise
of SARs.  SARs shall be exercised by the delivery of a written
notice of exercise to Index, setting forth the number of whole shares of Common
Stock with respect to which the Award is being exercised.  Upon the
exercise of SARs, the Participant shall be entitled to receive an amount equal
to the excess of the aggregate Fair Market Value of the shares of Common Stock
with respect to which the Award is exercised (determined as of the date of such
exercise) over the aggregate exercise price of such shares.  Such
amount shall be payable to the Participant in cash or in shares of Common Stock,
as provided in the Award Agreement.

    
 

    ARTICLE
IX.  RESTRICTED STOCK

    
 

    9.1           General.  Awards
may be granted in the form of Restricted Stock in such numbers and at such times
as the Committee shall determine.  The Committee shall impose such
terms, conditions and restrictions on Restricted Stock as it may deem advisable,
including without limitation prescribing the period over which and the
conditions upon which the Restricted Stock may become vested or be forfeited
and/or providing for vesting upon the achievement of specified performance goals
pursuant to a Performance Award.  A Participant shall not be required
to make any payment for Restricted Stock unless required by the Committee
pursuant to Section 9.2.

     

    9.2           Purchased
Restricted Stock.  The Committee may in its sole discretion
require a Participant to pay a stipulated purchase price for each share of
Restricted Stock.

     

    9.3           Restricted
Period.  At the time an Award of Restricted Stock is granted,
the Committee shall establish a Restricted Period applicable to such Restricted
Stock.  Each Award of Restricted Stock may have a different Restricted
Period in the sole discretion of the Committee.

     

    9.4           Other
Terms and Conditions.  Restricted Stock shall constitute issued
and outstanding shares of Common Stock for all corporate
purposes.  Restricted Stock awarded to a Participant under the Plan
shall be registered in the name of the Participant or, at the option of Index,
in the name of a nominee of Index, and shall be issued in book-entry form or
represented by a stock certificate.  Subject to the terms and
conditions of the Award Agreement, a Participant to whom Restricted Stock has
been awarded shall have the right to receive dividends thereon during the
Restricted Period, to vote the Restricted Stock and to enjoy all other
stockholder rights with respect thereto, except that the Participant may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the
Restricted Stock during the Restricted Period.  A breach of the terms
and conditions established by the Committee pursuant to the Award of the
Restricted Stock may result in a forfeiture of the Restricted
Stock.  At the time of an Award of Restricted Stock, the Committee
may, in its sole discretion, prescribe additional terms, conditions,
restrictions and limitations applicable to the Restricted Stock, including
without limitation rules pertaining to the termination of employment or service
(by reason of death, permanent and total disability, retirement, cause or
otherwise) of a Participant prior to expiration of the Restricted
Period.

     

    9.5           Miscellaneous.  Nothing
in this Article shall prohibit the exchange of shares of Restricted Stock
pursuant to a plan of merger or reorganization for stock or other securities of
Index or another corporation that is a party to the reorganization, provided
that the stock or securities so received in exchange for shares of Restricted
Stock shall, except as provided in Article XIII, become subject to the
restrictions applicable to such Restricted Stock.  Any shares of
Common Stock received as a result of a stock split or stock dividend with
respect to shares of Restricted Stock shall also become subject to the
restrictions applicable to such Restricted Stock.

     

     

    
      
        
        

      

      
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    ARTICLE
X.  RESTRICTED STOCK UNITS

    


    10.1           General.  Awards
may be granted in the form of Restricted Stock Units in such numbers and at such
times as the Committee shall determine.  The Committee shall impose
such terms, conditions and restrictions on Restricted Stock Units as it may deem
advisable, including without limitation prescribing the period over which and
the conditions upon which a Restricted Stock Unit may become vested or be
forfeited and/or providing for vesting upon the achievement of specified
performance goals pursuant to a Performance Award.  Upon the lapse of
restrictions with respect to each Restricted Stock Unit, the Participant shall
be entitled to receive one share of Common Stock or an amount of cash equal to
the Fair Market Value of one share of Common Stock, as provided in the Award
Agreement.  A Participant shall not be required to make any payment
for Restricted Stock Units.

     

    10.2           Restricted
Period.  At the time an Award of Restricted Stock Units is
granted, the Committee shall establish a Restricted Period applicable to such
Restricted Stock Units.  Each Award of Restricted Stock Units may have
a different Restricted Period in the sole discretion of the
Committee.

     

    10.3           Cash
Dividend Rights and Dividend Unit Rights.  To the extent
provided by the Committee in its sole discretion, a grant of Restricted Stock
Units may include a tandem Cash Dividend Right or Dividend Unit Right
grant.  A grant of Cash Dividend Rights may provide that such Cash
Dividend Rights shall be paid directly to the Participant at the time of payment
of related dividend, be credited to a bookkeeping account subject to the same
vesting and payment provisions as the tandem Award (with or without interest in
the sole discretion of the Committee), or be subject to such other provisions or
restrictions as determined by the Committee in its sole discretion.  A
grant of Dividend Unit Rights may provide that such Dividend Unit Rights shall
be subject to the same vesting and payment provisions as the tandem Award or be
subject to such other provisions and restrictions as determined by the Committee
in its sole discretion.

     

    10.4           Other
Terms and Conditions.  At the time of an Award of Restricted
Stock Units, the Committee may, in its sole discretion, prescribe additional
terms, conditions, restrictions and limitations applicable to the Restricted
Stock Units, including without limitation rules pertaining to the termination of
employment or service (by reason of death, total and permanent disability,
retirement, Cause or otherwise) of a Participant prior to expiration of the
Restricted Period.

     

    ARTICLE
XI.  PERFORMANCE AWARDS

    
 

    11.1           General.  Awards
may be granted in the form of Performance Awards that may be payable in the form
of cash, shares of Common Stock or a combination of both, in such amounts and at
such times as the Committee shall determine.  Performance Awards shall
be conditioned upon the level of achievement of one or more stated performance
goals over a specified performance period that shall not be shorter than one
year.  Performance Awards may be combined with other Awards to impose
performance criteria as part of the terms of such other
Awards.

     

    11.2           Terms
and Conditions.  Each Award Agreement embodying a Performance
Award shall set forth (a) the amount, including a target and maximum amount if
applicable, a Participant may earn in the form of cash or shares of Common Stock
or a formula for determining such amount, (b) the performance criteria and level
of achievement versus such criteria that shall determine the amount payable or
number of shares of Common Stock to be granted, issued, retained and/or vested,
(c) the performance period over which performance is to be measured, (d) the
timing of any payments to be made, (e) restrictions on the transferability of
the Award and (f) such other terms and conditions as the Committee may determine
that are not inconsistent with the Plan.

     

    11.3           Code
Section 162(m) Requirements.  From and after the date on which
remuneration paid (or Awards granted) pursuant to the Plan becomes subject to
the deduction limitation of Section 162(m) of the Code, the Committee shall
determine in its sole discretion whether all or any portion of a Performance
Award shall be intended to satisfy the requirements for “performance-based
compensation” under Section 162(m) of the Code (the “162(m)
Requirements”).  The performance criteria for any Performance Award
that is intended to satisfy the 162(m) Requirements shall be established in
writing by the Committee based on one or more performance goals as set forth in
Section 11.4 not later than 90 days after commencement of the performance period
with respect to such Award, provided that the outcome of the performance in
respect of the goals remains substantially uncertain as of such
time.  The maximum amount that may be paid in cash pursuant to
Performance Awards granted to a Participant with respect to an Index’s fiscal
year that are intended to satisfy the 162(m) Requirements is $1,000,000;
provided, however, that such maximum amount with respect to a Performance Award
that provides for a performance period longer than one fiscal year shall be the
foregoing limit multiplied by the number of full fiscal years in the performance
period.  At the time of the grant of a Performance Award and to the
extent permitted under Code Section 162(m) and regulations thereunder for a
Performance Award intended to satisfy the 162(m) Requirements, the Committee may
provide for the manner in which the performance goals will be measured in light
of specified corporate transactions, extraordinary events, accounting changes
and other similar occurrences.

     

     

     

    
      
        
        

      

      
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    11.4           Performance
Goals. The performance measure(s) to be used for purposes of Performance
Awards may be described in terms of objectives that are related to the
individual Participant or objectives that are Company-wide or related to a
subsidiary, division, department, region, function or business unit of the
Company in which the Participant is employed or with respect to which the
Participant performs services, and may consist of one or more or any combination
of the following criteria:  (a) earnings or earnings per share
(whether on a pre-tax, after-tax, operational or other basis), (b) return on
equity, (c) return on assets or net assets, (d) return on capital or invested
capital and other related financial measures, (e) cash flow or EBITDA or
EBITDAX, (f) revenues, (g) income or operating income, (h) expenses or costs or
expense levels or cost levels (absolute or per unit), (i) one or more operating
ratios, (j) stock price, (k) total stockholder return, (l) operating profit, (m)
profit margin, (n) capital expenditures, (o) net borrowing, debt leverage
levels, credit quality or debt ratings, (p) the accomplishment of mergers,
acquisitions, dispositions, public offerings, move to a senior market or similar
extraordinary business transactions, (q) net asset value per share, (r) economic
value added, (s) individual business objectives, (t) growth in production, (u)
growth in reserves, (v) reserve replacement ratio and/or (w) finding and
development cost per unit.  The performance goals based on these
performance measures may be made relative to the performance of other business
entities.

     

    11.5           Certification
and Negative Discretion.  Prior to the payment of any
compensation pursuant to a Performance Award that is intended to satisfy the
162(m) Requirements, the Committee shall certify the extent to which the
performance goals and other material terms of the Award have been achieved or
satisfied.  The Committee in its sole discretion shall have the
authority to reduce, but not to increase, the amount payable and the number of
shares to be granted, issued, retained or vested pursuant to a Performance
Award.

     

    ARTICLE
XII.  STOCK AWARDS AND OTHER INCENTIVE AWARDS

     

    12.1           Stock
Awards.  Stock Awards may be granted to Participants upon such
terms and conditions as the Committee may determine.  Shares of Common
Stock issued pursuant to Stock Awards may be issued for cash consideration or
for no cash consideration.  The Committee shall determine the number
of shares of Common Stock to be issued pursuant to a Stock Award.  The
Committee may in its sole discretion require a Participant to pay a stipulated
purchase price for each share of Common Stock covered by a Stock
Award.

     

    12.2           Other
Incentive Awards.  Other Incentive Awards may be granted in
such amounts, upon such terms and at such times as the Committee shall
determine.  Other Incentive Awards may be granted based upon, payable
in or otherwise related to, in whole or in part, shares of Common Stock if the
Committee, in its sole discretion, determines that such Other Incentive Awards
are consistent with the purposes of the Plan.  Each grant of an Other
Incentive Award shall be evidenced by an Award Agreement that shall specify the
amount of the Other Incentive Award and the terms, conditions, restrictions and
limitations applicable to such Award.  Payment of Other Incentive
Awards shall be made at such times and in such form, which may be cash, shares
of Common Stock or other property (or a combination thereof), as established by
the Committee, subject to the terms of the Plan.

     

    ARTICLE
XIII.  CHANGE OF CONTROL

     

    13.1           Vesting
of Awards.  Except as provided otherwise in an Award Agreement
at the time an Award is granted, notwithstanding any provision of this Plan to
the contrary, in the event of a Change in Control, any time periods, conditions
or contingencies relating to the exercise or realization of, or lapse of
restrictions under, an Award granted hereunder shall be accelerated or waived
(assuming with respect to any Performance Awards, all performance criteria and
other conditions are achieved or fulfilled to the maximum extent possible) so
that:

     

    (a)           if
no exercise of the Award is required, the Award may be realized in full at the
time of the occurrence of the Change in Control (the “Change Effective Time”),
or

     

    (b)           if
exercise of the Award is required, the Award may be exercised in full as of the
Change Effective Time.

     

     

     

    
      
        
        

      

      
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    13.2           Assumption
of Awards.  Upon a Change in Control where Index is not the
surviving entity (or survives only as a subsidiary of another entity), unless
the Committee determines otherwise, all outstanding Options that are not
exercised at or before the Change Effective Time will be assumed by or replaced
with comparable options or rights in the surviving entity (or a parent of the
surviving entity) in accordance with Section 424 or Section 409A of the Code and
the Treasury Regulations and other guidance thereunder, as applicable, and other
outstanding Awards will be converted into similar awards of the surviving entity
(or a parent of the surviving entity).

     

    13.3           Cancellation
of Awards.  Notwithstanding the foregoing, in the event of a
Change in Control of Index, then the Committee, in its discretion, may, no later
than the Change Effective Time, require any Participant holding an Award to
surrender such Award in exchange for (a) with respect to each share of Common
Stock subject to an Option or SAR (whether or not vested), payment by the
Company (or a successor), in cash, of an amount equivalent to the excess of the
value of the consideration received for each share of Common Stock by holders of
Common Stock in connection with such Change in Control (the “Change in Control
Consideration”) over the exercise price or grant price per share, (b) with
respect to each share of Common Stock subject to an Award of Restricted Stock
Units or Other Incentive Awards, and related Cash Dividend Rights and Dividend
Unit Rights (if applicable), payment by the Company (or a successor), in cash,
of an amount equivalent to the value of any such Cash Dividend Rights and
Dividend Unit Rights plus the value of the Change in Control Consideration for
each share covered by the Award, assuming all restrictions or limitations
(including risks of forfeiture) have lapsed and (c) with respect to a
Performance Award, payment by the Company (or a successor), in cash, of an
amount equivalent to the value of such Award, as determined by the Committee,
taking into account, to the extent applicable, the Change in Control
Consideration, and assuming all performance criteria and other conditions to
payment of such Awards are achieved or fulfilled to the maximum extent
possible.  Payments made upon a Change in Control pursuant to this
Section shall be made no later than the Change Effective
Time.

     

    ARTICLE
XIV.  AMENDMENT AND TERMINATION

     

    14.1           Plan
Amendment and Termination.  The Board may at any time suspend,
terminate, amend or modify the Plan, in whole or in part; provided, however,
that no amendment or modification of the Plan shall become effective without the
approval of such amendment or modification by the holders of at least a majority
of the shares of Common Stock if (a) such amendment or modification increases
the maximum number of shares subject to the Plan (except as provided in Article
IV) or changes the designation or class of persons eligible to receive Awards
under the Plan or (b) counsel for Index determines that such approval is
otherwise required by or necessary to comply with applicable law or the listing
requirements of an exchange or association on which the Common Stock is then
listed or quoted.  An amendment to the Plan generally will not require
stockholder approval if it curtails rather than expands the scope of the Plan,
nor if it is made to conform the Plan to statutory or regulatory requirements,
such as, without limitation, Code Section 409A, or regulations issued
thereunder.  Upon termination of the Plan, the terms and provisions of
the Plan shall, notwithstanding such termination, continue to apply to Awards
granted prior to such termination.  Except as otherwise provided
herein, no suspension, termination, amendment or modification of the Plan shall
adversely affect in any material way any Award previously granted under the
Plan, without the consent of the Participant (or the Permitted Transferee)
holding such Award.  Notwithstanding the foregoing, Index may amend
any Award Agreement to be exempt from Code Section 409A or to comply with the
requirements of Code Section 409A or to modify any provision that causes an
Award that is intended to be classified as an “equity instrument” under FAS 123R
to be classified as a liability on Index’s financial
statements.

     

    14.2           Award
Amendment and Cancellation.  The Committee may amend the terms
of any outstanding Award granted pursuant to the Plan, but except as otherwise
provided herein, no such amendment shall adversely affect in any material way
the Participant’s (or a Permitted Transferee’s) rights under an outstanding
Award without the consent of the Participant (or the Permitted Transferee)
holding such Award.  Unless an Award Agreement specifies otherwise,
the Committee may cancel any unexpired, unpaid or deferred Stock Award or
Restricted Stock Award at any time if the Participant is not in compliance with
all applicable provisions of the Plan, the Award Agreement, any Employee
Agreement, and the following conditions:

     

    (a)           The
Participant shall not render services for any organization or engage directly or
indirectly in any business which, in the judgment of the chief executive officer
of the Company or other senior officer designated by the Committee, is or
becomes competitive with the Company, or which organization or business, or the
rendering of services to such organization or business, is or becomes otherwise
prejudicial to or in conflict with the interests of the Company. For
Participants whose employment has terminated, the judgment of the chief
executive officer shall be based on the Participant’s position and
responsibilities while employed by the Company, the Participant’s
post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict
between the Company and the other organization or business, the effect on the
Company’s customers, suppliers and competitors and such other considerations as
are deemed relevant given the applicable facts and circumstances.  A
Participant who has retired shall be free, however, to purchase as an investment
or otherwise, stock or other securities of such organization or business so long
as they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than 10% equity interest in the
organization or business.

     

     

    
      
        
        

      

      
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    (b)           A
Participant shall not, without prior written authorization from the Company,
disclose to anyone outside the Company, or use in other than the Company’s
business, any confidential information or material, as defined in the Company’s
Proprietary Information and Invention Agreement or similar agreement regarding
confidential information and intellectual property, relating to the business of
the Company, acquired by the Participant either during or after employment with
the Company.

     

    (c)           A
Participant, pursuant to the Company’s Proprietary Information and Invention
Agreement or similar Agreement or Policy, shall disclose promptly and assign to
the Company all right, title and interest in any invention or idea, patentable
or not, made or conceived by the Participant during employment by the Company,
relating in any manner to the actual or anticipated business, research or
development work of the Company and shall do anything reasonably necessary to
enable the Company to secure a patent where appropriate in the United States and
in foreign countries.

     

    (d)           Upon
exercise, payment or delivery pursuant to any Award, the Participant shall
certify on a form acceptable to the Committee that he or she is in compliance
with the terms and conditions of the Plan and any other Employee
Agreement.  Failure to comply with all of the provisions of this
Section 14.2 prior to, or during the six months after, any exercise, payment or
delivery pursuant to an Award shall cause such exercise, payment or delivery to
be rescinded. Index shall notify the Participant in writing of any such
rescission within two years after such exercise, payment or
delivery.  Within 10 days after receiving such a notice from Index,
the Participant shall pay to Index the amount of any gain realized or payment
received as a result of the rescinded exercise, payment or delivery pursuant to
an Award. Such payment shall be made either in cash or by returning to Index the
number of shares of Common Stock that the Participant received in connection
with the rescinded exercise, payment or delivery.

     

    ARTICLE
XV.  MISCELLANEOUS

     

    15.1           Award
Agreements.  After the Committee grants an Award under the Plan
to a Participant, Index and the Participant shall enter into an Award Agreement
setting forth the terms, conditions, restrictions and limitations applicable to
the Award and such other matters as the Committee may determine to be
appropriate.  The Committee may permit or require a Participant to
defer receipt of the payment of cash or the delivery of shares of Common Stock
that would otherwise be due to the Participant in connection with any Award;
provided, however, that any permitted deferrals shall be structured to meet the
requirements of Section 409A of the Code and regulations
thereunder.  Awards that are not paid currently shall be recorded as
payable on Index’s records for the Plan.  The terms and provisions of
the respective Award Agreements need not be identical.  All Award
Agreements shall be subject to the provisions of the Plan, and in the event of
any conflict between an Award Agreement and the Plan, the terms of the Plan
shall govern.  All Awards under the Plan are intended to be structured
in a manner that will either comply with or be exempt from Section 409A of the
Code.

     

    15.2           Listing;
Suspension.

     

    (a)           If
and as long as the Common Stock is listed on a national securities exchange or
system sponsored by a national securities association, the issuance of any
shares of Common Stock pursuant to an Award shall be conditioned upon such
shares being listed on such exchange or system. Index shall have no obligation
to issue such shares unless and until such shares are so listed, and the right
to exercise any Option or other Award with respect to such shares shall be
suspended until such listing has been effected.

     

     

    
      
        
        

      

      
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    (b)           If
at any time counsel to Index or its Affiliates shall be of the opinion that any
sale or delivery of shares of Common Stock pursuant to an Award is or may in the
circumstances be unlawful or result in the imposition of excise taxes on Index
or its Affiliates under the laws of any applicable jurisdiction, Index or its
Affiliates shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act, or otherwise, with respect to shares of Common Stock
or Awards, and the right to exercise any Option or other Award shall be
suspended until, in the opinion of such counsel, such sale or delivery shall be
lawful or will not result in the imposition of excise taxes on Index or its
Affiliates.

    


    (c)           Upon
termination of any period of suspension under this Section, any Award affected
by such suspension that shall not then have expired or terminated shall be
reinstated as to all shares available before such suspension and as to shares
that would otherwise have become available during the period of such suspension,
but no such suspension shall extend the term of any Award unless otherwise
determined by the Committee in its sole discretion.

     

    15.3           Additional
Conditions.  Notwithstanding anything in the Plan to the
contrary (a) the Committee may, if it shall determine it necessary or
desirable in its sole discretion, at the time of grant of any Award or the
issuance of any shares of Common Stock pursuant to any Award, require the
recipient of the Award or such shares of Common Stock, as a condition to the
receipt thereof, to deliver to Index a written representation of present
intention to acquire the Award or such shares of Common Stock for his own
account for investment and not for distribution, (b) the certificate for shares
of Common Stock issued to a Participant may include any legend that the
Committee deems appropriate to reflect any restrictions on transfer and (c) all
certificates for shares of Common Stock delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the SEC,
any stock exchange or association upon which the Common Stock is then listed or
quoted, any applicable federal or state securities law, and any applicable
corporate law, and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such
restrictions.

     

    15.4           Transferability.

     

    (a)           All
Awards granted to a Participant shall be exercisable during his lifetime only by
such Participant, or if applicable, a Permitted Transferee as provided in
subsection (c) of this Section; provided, however, that in the event of a
Participant’s legal incapacity, an Award may be exercised by his guardian or
legal representative.  When a Participant dies, the personal
representative, beneficiary, or other person entitled to succeed to the rights
of the Participant may acquire the rights under an Award.  Any such
successor must furnish proof satisfactory to Index of the successor’s
entitlement to receive the rights under an Award under the Participant’s will or
under the applicable laws of descent and distribution.

     

    (b)           Except
as otherwise provided in this Section, no Award shall be subject to execution,
attachment or similar process, and no Award may be sold, transferred, pledged,
exchanged, hypothecated or otherwise disposed of, other than by will or pursuant
to the applicable laws of descent and distribution.  Any attempted
sale, transfer, pledge, exchange, hypothecation or other disposition of an Award
not specifically permitted by the Plan or the Award Agreement shall be null and
void and without effect.

     

    (c)           If
provided in the Award Agreement, Nonqualified Stock Options may be transferred
by a Participant to a Permitted Transferee.  For purposes of the Plan,
“Permitted Transferee” means (i) a member of a Participant’s immediate family,
(ii) trusts in which a person listed in (i) above has more than 50% of the
beneficial interest, (iii) a foundation in which the Participant or a person
listed in (i) above controls the management of assets, (iv) any other entity in
which the Participant or a person listed in (i) above owns more than 50% of the
voting interests, provided that in the case of the preceding clauses (i) through
(iv), no consideration is provided for the transfer and (v) any transferee
permitted under applicable securities and tax laws as determined by counsel to
Index.  In determining whether a person is a “Permitted Transferee,”
immediate family members shall include a Participant’s 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, including adoptive relationships.

     

     

    
      
        
        

      

      
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    (d)           Incident
to a Participant’s divorce, the Participant may request that Index agree to
observe the terms of a domestic relations order which may or may not be part of
a qualified domestic relations order (as defined in Code Section 414(p)) with
respect to all or a part of one or more Awards made to the Participant under the
Plan.  Index’s decision regarding such a request shall be made by the
Committee, in its sole and absolute discretion, based upon the best interests of
Index.  The Committee’s decision need not be uniform among
Participants.  As a condition of participation, a Participant agrees
to hold Index harmless from any claim that may arise out of Index’s observance
of the terms of any such domestic relations order.

     

    15.5           Withholding
Taxes.  The Company shall be entitled to deduct from any
payment made under the Plan, regardless of the form of such payment, the amount
of all applicable income and employment taxes required by law to be withheld
with respect to such payment, may require the Participant to pay to the Company
such withholding taxes prior to and as a condition of the making of any payment
or the issuance or delivery of any shares of Common Stock under the Plan, and
shall be entitled to deduct from any other compensation payable to the
Participant any withholding obligations with respect to Awards.  In
accordance with any applicable administrative guidelines it establishes, the
Committee may allow a Participant to pay the amount of taxes required by law to
be withheld from or with respect to an Award by (a) withholding shares of
Common Stock from any payment of Common Stock due as a result of such Award, or
(b) permitting the Participant to deliver to the Company previously
acquired shares of Common Stock, in each case having an aggregate Fair Market
Value equal to the amount of such required withholding taxes.  No
payment shall be made and no shares of Common Stock shall be issued pursuant to
any Award unless and until the applicable tax withholding obligations have been
satisfied.

     

    15.6           No
Fractional Shares.  No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Award granted hereunder,
provided that the Committee in its sole discretion may round fractional shares
down to the nearest whole share or settle fractional shares in
cash.

     

    15.7           Notices.  All
notices required or permitted to be given or made under the Plan or pursuant to
any Award Agreement (unless provided otherwise in such Award Agreement) shall be
in writing and shall be deemed to have been duly given or made if
(a) delivered personally, (b) transmitted by first class registered or
certified United States mail, postage prepaid, return receipt requested,
(c) sent by prepaid overnight courier service or (d) sent by telecopy
or facsimile transmission, with confirmation receipt, to the person who is to
receive it at the address that such person has theretofore specified by written
notice delivered in accordance herewith.  Such notices shall be
effective (a) if delivered personally or sent by courier service, upon
actual receipt by the intended recipient, (b) if mailed, upon the earlier
of five days after deposit in the mail or the date of delivery as shown by the
return receipt therefore or (c) if sent by telecopy or facsimile
transmission, when the answer back is received.  Index or a
Participant may change, at any time and from time to time, by written notice to
the other, the address that it or such Participant had theretofore specified for
receiving notices.  Until such address is changed in accordance
herewith, notices hereunder or under an Award Agreement shall be delivered or
sent (a) to a Participant at his address as set forth in the records of the
Company or (b) to Index at the principal executive offices of Index clearly
marked “Attention:  Chief Executive
Officer.”

     

    15.8           Compliance
with Law and Stock Exchange or Association Requirements.  It is
the intent of Index that Options designated Incentive Stock Options comply with
the applicable provisions of Section 422 of the Code, and that Awards intended
to constitute “qualified performance-based awards” comply with the applicable
provisions of Section 162(m) of the Code and that any deferral of the receipt of
the payment of cash or the delivery of shares of Common Stock that the Committee
may permit or require, and all Awards either be exempt from Code Section 409A
or, if not exempt, comply with the requirements of Section 409A of the Code. To
the extent that any legal requirement of Section 16 of the Exchange Act or
Sections 422, 162(m) or 409A of the Code as set forth in the Plan ceases to be
required under Section 16 of the Exchange Act or Sections 422, 162(m) or 409A of
the Code, that Plan provision shall cease to apply.  Any provision of
this Plan to the contrary notwithstanding, the Committee may revoke any Award if
it is contrary to law, governmental regulation or stock exchange or association
requirements or modify an Award to bring it into compliance with any government
regulation or stock exchange or association requirements.  The
Committee may agree to limit its authority under this
Section.

     

    15.9           Binding
Effect.  The obligations of Index under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of Index, or upon any successor
corporation or organization succeeding to all or substantially all of the assets
and business of Index.  The terms and conditions of the Plan shall be
binding upon each Participant and his Permitted Transferees, heirs, legatees,
distributees and legal representatives.

     

     

    
      
        
        

      

      
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    15.10                      Severability.  If
any provision of the Plan or any Award Agreement is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan or such agreement, as the case may be, but such
provision shall be fully severable and the Plan or such agreement, as the case
may be, shall be construed and enforced as if the illegal or invalid provision
had never been included herein or therein.

     

    15.11                      No
Restriction of Corporate Action.  Nothing contained in the Plan
shall be construed to prevent Index or any Affiliate from taking any corporate
action (including any corporate action to suspend, terminate, amend or modify
the Plan) that is deemed by Index or such Affiliate to be appropriate or in its
best interest, whether or not such action would have an adverse effect on the
Plan or any Awards made or to be made under the Plan.  No Participant
or other person shall have any claim against Index or any Affiliate as a result
of such action.

     

    15.12                      Governing
Law.  The Plan shall be governed by and construed in accordance
with the internal laws (and not the principles relating to conflicts of laws) of
the State of Nevada except as superseded by applicable federal
law.

     

    15.13                      No
Right, Title or Interest in Company Assets.  No Participant
shall have any rights as a stockholder of Index as a result of participation in
the Plan until the date of issuance of Common Stock in his name and, in the case
of Restricted Stock, unless and until such rights are granted to the Participant
pursuant to the Plan.  To the extent any person acquires a right to
receive payments from the Company under the Plan, such rights shall be no
greater than the rights of an unsecured general creditor of the Company, and
such person shall not have any rights in or against any specific assets of the
Company.  All Awards shall be unfunded.

     

    15.14                      Risk
of Participation.  Nothing contained in the Plan shall be
construed either as a guarantee by Index or its Affiliates, or their respective
stockholders, directors, officers or employees, of the value of any assets of
the Plan or as an agreement by Index or its Affiliates, or their respective
stockholders, directors, officers or employees, to indemnify anyone for any
losses, damages, costs or expenses resulting from participation in the
Plan.

     

    15.15                      No
Guarantee of Tax Consequences.  No person connected with the
Plan in any capacity, including without limitation Index and the Affiliates and
their respective directors, officers, agents and employees, makes any
representation, commitment or guarantee that any tax treatment, including
without limitation federal, state and local income, estate and gift tax
treatment, will be applicable with respect to any Awards or payments thereunder
made to or for the benefit of a Participant under the Plan or that such tax
treatment will apply to or be available to a Participant on account of
participation in the Plan.

     

    15.16                      Continued
Employment or Service.  Nothing contained in the Plan or in any
Award Agreement shall confer upon any Participant the right to continue in the
employ or service of the Company, or interfere in any way with the rights of the
Company to terminate a Participant’s employment or service at any time, with or
without cause.  The loss of existing or potential profit in Awards
will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation of
an obligation of Index or an Affiliate to the
Participant.

     

    15.17                      Miscellaneous.  Headings
are given to the articles and sections of the Plan solely as a convenience to
facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction of the Plan or any provisions
hereof.  The use of the masculine gender shall also include within its
meaning the feminine.  Wherever the context of the Plan dictates, the
use of the singular shall also include within its meaning the plural, and vice
versa.

     

    15.18                      Participating
Affiliates.  With the consent of the Committee, any Affiliate
that is not considered a single employer with Index under Code Section 414(b) or
Code Section 414(c) may adopt the Plan for the benefit of its Employees by
written instrument delivered to the Committee before the grant to the
Affiliate’s Employees under the Plan of any Award subject to Code Section
409A.

    
 

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Plan has been executed as of October 7, 2008.

     

    
      
        	 	INDEX
      OIL AND GAS INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Signed
      by Lyndon West	 
	 	 	Name:  Lyndon
      West	 
	 	 	Title:  President	 
	 	 	 	 


      



     

     

     

     

     

     

     

     

     

     

     

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