Ex.
10.4

       

      PUDA
COAL, INC.

      


      2008
EQUITY INCENTIVE PLAN

      


      
        	
                1.

              	
                Purposes
      of the Plan.

              


      

      


      The
purpose of this 2008 Equity Incentive Plan (the “Plan”) is to promote the
success of the Company and to increase shareholder value by providing an
additional means through the grant of Awards to attract, motivate, retain and
reward Employees and Directors.

      


      
        	
                2.

              	
                Definitions.

              


      

      


      As used
herein, the following definitions shall apply:

      


      (a)           “Administrator” means the
Board, any Committees or such delegates as shall be administering the Plan in
accordance with Section 4 of the Plan.

      


      (b)           “Affiliate” means any entity
that is directly or indirectly controlled by the Company or any entity in which
the Company has a significant ownership interest as determined by the
Administrator.

      


      (c)           “Applicable Laws” means the
requirements relating to the issuance and administration of stock option and
stock award plans under U.S. federal and state laws, any stock exchange or
quotation system on which the Company has listed or submitted for quotation the
Common Stock to the extent provided under the terms of the Company’s agreement
with such exchange or quotation system and, with respect to Awards subject to
the laws of any foreign jurisdiction where Awards are, or will be, granted under
the Plan, the laws of such jurisdiction (including without limitation the
applicable laws, rules and regulations of the PRC).

      


      (d)           “Award” means a Stock Award or
Option granted in accordance with the terms of the Plan.

      


      (e)           “Awardee” means an Employee or
Director of the Company or any Affiliate who has been granted an Award under the
Plan or any person (including an estate) to whom an Award has been assigned or
transferred as permitted hereunder.

      


      (f)           “Award Agreement” means a
Stock Award Agreement or Option Agreement, which may be in written or electronic
format, in such form and with such terms and conditions as may be specified by
the Administrator, evidencing the terms and conditions of an individual
Award.  Each Award Agreement is subject to the terms and conditions of
the Plan.

      


      (g)           “Board” means the Board of
Directors of the Company.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (h)           “Cause” means, unless such
term or an equivalent term is otherwise defined with respect to an Award by the
Awardee’s Option Agreement, Stock Award Agreement or written contract of
employment or service, any of the following:  (i) the Awardee’s theft,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or
falsification of any Company or Affiliate documents or records; (ii) the
Awardee’s material failure to abide by a Company’s or Affiliate’s code of
conduct or other policies (including without limitation, policies relating to
confidentiality and reasonable workplace conduct); (iii) the Awardee’s
unauthorized use, misappropriation, destruction or diversion of any tangible or
intangible asset or corporate opportunity of the Company or an Affiliate
(including, without limitation, the Awardee’s improper use or disclosure of
confidential or proprietary information); (iv) the Awardee’s violation of
any noncompetition, non-solicitation or confidentiality agreement with the
Company or an Affiliate; (v) any intentional act by the Awardee which has a
material detrimental effect on the Company or an Affiliate’s reputation or
business; (vi) the Awardee’s repeated failure or inability to perform any
reasonable assigned duties after written notice from the Company or an
Affiliate, and a reasonable opportunity to cure, such failure or inability;
(vii) any material breach by the Awardee of any employment or service
agreement between the Awardee and the Company or an Affiliate, which breach is
not cured pursuant to the terms of such agreement; or (vii) the Awardee’s
conviction (including any plea of guilty or nolo contendere) of any criminal act
involving fraud, dishonesty, misappropriation or moral turpitude, or which
impairs the Awardee’s ability to perform his or her duties with the Company or
an Affiliate.

      


      (i)         
  “Change in
Control” means any of the following, unless the Administrator provides
otherwise:

      


      i.           any
merger or consolidation in which the Company shall not be the surviving entity
(or survives only as a subsidiary of another entity whose shareholders did not
own all or substantially all of the Common Stock in substantially the same
proportions as immediately prior to such transaction),

      


      ii.           the
sale of all or substantially all of the Company’s assets to any other person or
entity (other than a wholly-owned subsidiary),

      


      iii.           the
acquisition of beneficial ownership of a controlling interest (including,
without limitation, power to vote) the outstanding shares of Common Stock by any
person or entity (including a “group” as defined by or under
Section 13(d)(3) of the Exchange Act),

      


      iv.           the
dissolution or liquidation of the Company, or

      


      v.           any
other event specified by the Board or a Committee, regardless of whether at the
time an Award is granted or thereafter.

      


      (j)          
 “Code” means the
United States Internal Revenue Code of 1986, as amended.

      


      (k)           “Committee” means the
Compensation Committee of the Board or a committee of Directors appointed by the
Board in accordance with Section 4 of the Plan.

      


      (l)           
“Common Stock” means the
common stock of the Company.

      


      (m)          “Company” means Puda Coal,
Inc., a Florida corporation, or its successor.

      


      (n)           “Conversion Award” has the
meaning set forth in Section 4(b)(xiii) of the Plan.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (o)           “Director” means a member of
the Board.

      


      (p)           “Employee” means a regular,
active employee of the Company or any Affiliate, with the status of employment
determined based upon such factors as are deemed appropriate by the
Administrator in its discretion, subject to the Applicable
Laws.  Within the limitations of Applicable Laws, the Administrator
shall have the discretion to determine the effect upon an Award and upon an
individual’s status as an Employee in the case of (i) any individual who is
classified by the Company or its Affiliate as leased from or otherwise employed
by a third party or as intermittent or temporary, even if any such
classification is changed retroactively as a result of an audit, litigation or
otherwise, (ii) any leave of absence approved by the Company or an
Affiliate, (iii) any transfer between locations of employment with the
Company or an Affiliate or between the Company and any Affiliate or between any
Affiliates, (iv) any change in the Awardee’s status from an Employee to a
Director or consultant, and (v) at the request of the Company or an
Affiliate an employee becomes employed by any partnership, joint venture or
corporation not meeting the requirements of an Affiliate in which the Company or
an Affiliate is a party.  The payment of the Company of a director’s
fee to a Director shall not be sufficient to constitute “employment” of such
Director by the Company.

      


      (q)           “Exchange Act” means the
United States Securities Exchange Act of 1934, as amended.

      


      (r)
           “Fair Market Value” means, as
of any date, the fair market value of the Common Stock, as determined by the
Administrator in good faith using a reasonable valuation method in a reasonable
manner in accordance with Section 409A of the Code.  Whenever
possible, the determination of Fair Market Value shall be based upon the average
of the highest and lowest quoted sales prices for such Common Stock as of such
date (or if no sales were reported on such date, the average on the last
preceding day on which a sale was made), as reported in such source as the
Administrator shall determine.

      


      (s)           “Grant Date” means the date
upon which an Award is granted to an Awardee pursuant to this Plan.

      


      (t) 
          “Incentive Stock Option” means
an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.

      


      (u)           “Nonstatutory Stock Option”
means an Option not intended to qualify as an Incentive Stock
Option.

      


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

      


      (w)          “Option” means a right granted
under Section 8 to purchase a number of Shares or Stock Units at such
exercise price, at such times, and on such other terms and conditions as are
specified in the agreement or other documents evidencing the Option (the “Option
Agreement”).  Both Options intended to qualify as Incentive
Stock Options and Nonstatutory Stock Options may be granted under the
Plan.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      (x)           “Plan” means this Puda Coal,
Inc. 2008 Equity Incentive Plan.

      


      (y)           “PRC” means the People’s
Republic of China.

      


      (z)           “Qualifying Performance
Criteria” shall have the meaning set forth in Section 13(b) of the
Plan.

      


      (aa)         “Share” means a share of the
Common Stock, as adjusted in accordance with Section 14 of the
Plan.

      


      (bb)        “Stock Award” means an award
or issuance of Shares or Stock Units made under Section 11 of the Plan, the
grant, issuance, retention, vesting and/or transferability of which is subject
during specified periods of time to such conditions (including continued
employment or performance conditions) and terms as are expressed in the
agreement or other documents evidencing the Award (the “Stock Award
Agreement”).

      


      (cc)         “Stock Unit” means a
bookkeeping entry representing an amount equivalent to the Fair Market Value of
one Share, payable in cash, property or Shares. Stock Units represent an
unfunded and unsecured obligation of the Company, except as otherwise provided
for by the Administrator.

      


      (dd)       
“Subsidiary” means any
company (other than the Company) in an unbroken chain of companies beginning
with the Company, provided each company in the unbroken chain (other than the
Company) owns, at the time of determination, stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
companies in such chain.

      


      (ee)         “Termination of Employment or
Service” shall mean ceasing to be an Employee or Director as determined
in the sole discretion of the Administrator.  However, solely for
purposes of determining whether an Option is an Incentive Stock Option,
Termination of Employment or Service will occur when the Awardee ceases to be an
“employee” (as determined in accordance with Section 3401(c) of the Code
and the regulations promulgated thereunder) of the Company or one of its
Subsidiaries. The Administrator shall determine whether any corporate
transaction, such as a sale or spin-off of a division or business unit, or a
joint venture, shall be deemed to result in a Termination of Employment or
Service.

      


      (ff)           “Total and Permanent Disability”
shall have the meaning set forth in Section 22(e)(3) of the
Code.

      


      
        	
                3.

              	
                Stock
      Subject to the Plan.

              


      

      


      (a)           Aggregate
Limits.  Subject to the provisions of Section 14 of the
Plan, the aggregate number of Shares that may be issued pursuant to Awards
granted under the Plan is 5,000,000 Shares.  Shares subject to Awards
that are cancelled, expire or are forfeited without Shares thereunder being
issued shall be available for re-grant under the Plan.  If an Awardee
pays the exercise or purchase price of an Award through the tender of Shares, or
if Shares are tendered or withheld to satisfy any Company withholding
obligations, the number of Shares so tendered or withheld shall become available
for re-issuance thereafter under the Plan.  The Shares issued pursuant
to the Plan may be either Shares reacquired by the Company, including Shares
purchased in the open market, or authorized but unissued Shares.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

         

      

      (b)           Code Section 162(m)
Limits.  Subject to the provisions of Section 14 of the
Plan, the aggregate number of Shares subject to Awards granted under this Plan
during any calendar year to any one Awardee shall not exceed 500,000, except
that in connection with his or her initial service, an Awardee may be granted
Awards covering up to an additional 500,000 Shares.  Notwithstanding
anything to the contrary in the Plan, the limitations set forth in this
Section 3(b) shall be subject to adjustment under Section 14(a) of the
Plan only to the extent that such adjustment will not affect the status of any
Award intended to qualify as “performance based compensation” under Code
Section 162(m) or the ability to grant or the qualification of Incentive
Stock Options under the Plan.

      


      
        	
                4.

              	
                Administration
      of the Plan.

              


      

      


      (a)           Procedure.

      


      i.           The
Plan shall be administered by the Board, a Committee and/or their
delegates.

      


      ii.           To
the extent that the Administrator determines it to be desirable to qualify
Awards granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, Awards to “covered employees” within the
meaning of Section 162(m) of the Code or Employees that the Committee
determines may be “covered employees” in the future shall be made by a Committee
of two or more “outside directors” within the meaning of Section 162(m) of
the Code.

      


      iii.           To
the extent desirable to qualify transactions hereunder as exempt under
Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”), Awards
to Officers and Directors shall be made by the entire Board or a Committee of
two or more “non-employee directors” within the meaning of
Rule 16b-3.  In addition, the Plan will be administered in a
manner that complies with applicable stock exchange listing
requirements.

      


      iv.           The
Board or a Committee may delegate to an authorized officer or officers of the
Company the power to approve Awards to persons eligible to receive Awards under
the Plan who are not (A) subject to Section 16 of the Exchange Act or
(B) at the time of such approval, “covered employees” under
Section 162(m) of the Code.

      


      v.           Except
to the extent prohibited by Applicable Laws, the Administrator may delegate to
one or more individuals the day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. Such delegation may be revoked at any
time.

      


      (b)           Powers of the
Administrator.  Subject to the
provisions of the Plan and, in the case of a Committee or delegates acting as
the Administrator, subject to the specific duties delegated to such Committee or
delegates, the Administrator shall have the authority, in its
discretion:

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

         

      

      i.           to
determine the Fair Market Value of the Common Stock, in accordance with Section
2(q) of the Plan, provided that such determination shall be applied consistent
with respect to Awardees under the Plan;

      


      ii.           to
select the Employees or Directors to whom Awards are to be granted
hereunder;

      


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

      


      iv.           to
determine the type of Award to be granted to the selected Employees or
Directors;

      


      v.           to
approve forms of Award Agreements for use under the Plan;

      


      vi.           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder. Such terms and conditions include, but are not
limited to, the exercise and/or purchase price (if applicable), the time or
times when an Award may be exercised (which may or may not be based on
performance criteria), the vesting schedule, any vesting and/or exercisability
acceleration or waiver of forfeiture restrictions, the acceptable forms of
consideration, the term, and any restriction or limitation regarding any Award
or the Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine and may be established at
the time an Award is granted or thereafter;

      


      vii.           to
correct administrative errors;

      


      viii.           to
construe and interpret the terms of the Plan (including sub-plans and Plan
addenda) and Awards granted pursuant to the Plan;

      


      ix.           to
adopt rules and procedures relating to the operation and administration of the
Plan to accommodate the specific requirements of local laws and procedures.
Without limiting the generality of the foregoing, the Administrator is
specifically authorized (A) to adopt the rules and procedures regarding the
conversion of local currency, withholding procedures and handling of stock
certificates which vary with local requirements and (B) to adopt sub-plans
and Plan addenda as the Administrator deems desirable, to accommodate foreign
laws, regulations and practice (including without limitation the laws,
regulations and practice of PRC);

      


      x.           to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans and Plan
addenda;

      


      xi.           to
modify or amend each Award, including, but not limited to, the acceleration of
vesting and/or exercisability, provided, however, that any such amendment is
subject to Section 15 of the Plan and may not impair any outstanding Award
unless agreed to in writing by the Awardee, except as set forth in that
section;

      


      xii.           to
allow Awardees to satisfy any applicable withholding tax amounts by electing to
have the Company withhold from the Shares to be issued upon exercise of a
Nonstatutory Stock Option or vesting of a Stock Award that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined in such manner and
on such date that the Administrator shall determine or, in the absence of
provision otherwise, on the date that the amount of tax to be withheld is to be
determined.  All elections by an Awardee to have Shares withheld for
this purpose shall be made in such form and under such conditions as the
Administrator may provide;

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

         

      

      xiii.           to
authorize conversion or substitution under the Plan of any or all stock options,
stock appreciation rights or other stock awards held by service providers of an
entity acquired by the Company (the “Conversion Awards”). Any conversion or
substitution shall be effective as of the close of the merger, acquisition or
other transaction.  The Conversion Awards may be Nonstatutory Stock
Options or Incentive Stock Options, as determined by the Administrator, with
respect to options granted by the acquired entity; provided, however, that with
respect to the conversion of stock appreciation rights in the acquired entity,
the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise
determined by the Administrator at the time of conversion or substitution, all
Conversion Awards shall have the same terms and conditions as Awards generally
granted by the Company under the Plan;

      


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

      


      xv.           to
impose such restrictions, conditions or limitations as it determines appropriate
as to the timing and manner of any resales by an Awardee or other subsequent
transfers by the Awardee of any Shares issued as a result of or under an Award,
including without limitation,  (A) restrictions under an insider
trading policy and (B) restrictions as to the use of a specified brokerage
firm for such resales or other transfers;

      


      xvi.           to
provide, either at the time an Award is granted or by subsequent action, that an
Award shall contain as a term thereof, a right, either in tandem with the other
rights under the Award, without payment to the Company, a number of Shares, the
amount of which is determined by reference to the value of the
Award;

      


      xvii.           to
cause the Company to comply with any applicable disclosure requirements with
respect to compensation plans under the Exchange Act, the rules adopted by the
United States Securities and Exchange Commission and the stock exchange listing
rules. Notwithstanding the foregoing, it is the sole responsibility of the
Awardee to comply with any applicable reporting obligations under the Exchange
Act, including without limitation the obligations under Section 16 and Rule
16b-3; and

      


      xviii.                      to
make all other determinations deemed necessary or advisable for administering
the Plan and any Award granted hereunder.

      


      (c)           Effect of Administrator’s
Decision.  All decisions, determinations and interpretations by
the Administrator regarding the Plan, any rules and regulations under the Plan
and the terms and conditions of any Award granted hereunder, shall be final and
binding on all Awardees and on all other persons.  The Administrator
shall consider such factors as it deems relevant, in its sole and absolute
discretion, to making such decisions, determinations and interpretations
including, without limitation, the recommendations or advice of any officer or
other employee of the Company and such attorneys, consultants and accountants as
it may select.

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

         

      

      (d)           Reliance on
Experts.  In making any determination or in taking or not
taking any action under this Plan, the Administrator may obtain and may rely
upon the advice of experts, including employees and professional advisors to the
Company.  To the extent permitted under the applicable laws, no
director, officer or agent of the Company shall be liable for any such action or
determination taken or made or omitted in good faith.

      


      
        	
                5.

              	
                Eligibility.

              


      

      


      (a)           Recipients of
Grants.  Nonstatutory Stock Options may be granted to Employees
or Directors.  Incentive Stock Options may be granted only to
Employees.

      


      (b)           Type of
Option.  Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.

      


      (c)           No Employment
Rights.  The Plan shall not confer upon any Awardee any right
with respect to continuation of an employment relationship with, or services to,
the Company, nor shall it interfere in any way with such Awardee’s right or the
Company’s right to terminate the employment relationship or services on the
Board at any time, for any reason.

      


      
        	
                6.

              	
                Term
      of Plan.    

              


      

      


      The Plan
shall become effective upon its approval by shareholders of the
Company.  It shall continue in effect for a term of 10 years from the
later of the date the Plan or any amendment to add shares to the Plan is
approved by shareholders of the Company unless terminated earlier under
Section 15 of the Plan.

      


      
        	
                7.

              	
                Term
      of Award.

              


      

      


      The term
of each Award shall be determined by the Administrator and stated in the Award
Agreement.  In the case of an Option, the term shall be 10 years from
the Grant Date or such shorter term as may be provided in the Award Agreement;
provided that the term may be 10 1/2 years or a shorter period in the case of
Options granted to Employees or Directors in certain jurisdictions outside the
United States as determined by the Administrator.

      


      
        	
                8.

              	
                Options.

              


      

      


      The
Administrator may grant an Option or provide for the grant of an Option, either
from time to time in the discretion of the Administrator or automatically upon
the occurrence of specified events, including, without limitation, the
achievement of performance goals, the satisfaction of an event or condition
within the control of the Awardee or within the control of others.

      


      (a)           Option Agreement.  Each Option
Agreement shall contain provisions regarding (i) the number of Shares that
may be issued upon exercise of the Option, (ii) the type of Option,
(iii) the exercise price of the Shares and the means of payment for the
Shares, (iv) the term of the Option, (v) such terms and conditions on
the vesting and/or exercisability of an Option as may be determined from time to
time by the Administrator, (vi) restrictions on the transfer of the Option
and forfeiture provisions and (vii) such further terms and conditions, in
each case not inconsistent with this Plan as may be determined from time to time
by the Administrator.

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

         

      

      (b)           Exercise Price.  The per share
exercise price for the Shares to be issued pursuant to exercise of an Option
shall be determined by the Administrator, subject to the following:

      


      i.           In
the case of an Incentive Stock Option, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the Grant Date; provided,
however, that in the case of an Incentive Stock Option granted to an Employee
who on the Grant Date owns stock representing more than 10% of the voting power
of all classes of stock of the Company or any Subsidiary, the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the Grant
Date.

      


      ii.           In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Board on the Grant Date, provided that in the case of a
Nonstatutory Stock Option intended to qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the Grant Date.

      


      iii.           Notwithstanding
the foregoing, at the Administrator’s discretion, Conversion Awards may be
granted in substitution and/or conversion of options of an acquired entity, with
a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of such substitution and/or conversion.

      


      (c)           Vesting Period and Exercise
Dates.  Options granted under this Plan shall vest and/or be
exercisable at such time and in such installments during the period prior to the
expiration of the Option’s term as determined by the Administrator. The
Administrator shall have the right to make the timing of the ability to exercise
any Option granted under this Plan subject to continued employment, the passage
of time and/or such performance requirements as deemed appropriate by the
Administrator. At any time after the grant of an Option, the Administrator may
reduce or eliminate any restrictions surrounding any Awardee’s right to exercise
all or part of the Option.

      


      (d)           Form of Consideration.  The
Administrator shall determine the acceptable form of consideration for
exercising an Option, including the method of payment, either through the terms
of the Option Agreement or at the time of exercise of an Option. Acceptable
forms of consideration may include:

      


      i.           cash;

      


      ii.           check
or wire transfer (denominated in U.S. Dollars);

      


      iii.           subject
to any conditions or limitations established by the Administrator, other Shares
which (A) in the case of Shares acquired upon the exercise of an Option,
have been owned by the Awardee for more than six months on the date of surrender
and (B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised;

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

         

      

      iv.           consideration
received by the Company under a broker-assisted sale and remittance program
acceptable to the Administrator;

      


      v.           such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws; or

      


      vi.           any
combination of the foregoing methods of payment.

      


      
        	
                9.

              	
                Incentive
      Stock Option Limitations/Terms.

              


      

      


      (a)           Eligibility.  Only
employees (as determined in accordance with Section 3401(c) of the Code and
the regulations promulgated thereunder) of the Company or any of its
Subsidiaries may be granted Incentive Stock Options.

      


      (b)           $100,000
Limitation.  Notwithstanding the designation “Incentive Stock
Option” in an Option Agreement, if and to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Awardee during any calendar year (under
all plans of the Company and any of its Subsidiaries) exceeds U.S. $100,000,
such Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 9(b), Incentive Stock Options shall be taken into account in
the order in which they were granted. The Fair Market Value of the Shares shall
be determined as of the Grant Date.

      


      (c)           Transferability.  An
Incentive Stock Option may not be sold, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent or
distribution.  The designation of a beneficiary by an Awardee will not
constitute a transfer.  An Incentive Stock Option may be exercised
during the lifetime of the Awardee only by such Awardee.

      


      (d)           Exercise Price.  The
per Share exercise price of an Incentive Stock Option shall be determined by the
Administrator in accordance with Section 8(b)(i) of the Plan.

      


      (e)           Other Terms. Option Agreements
evidencing Incentive Stock Options shall contain such other terms and conditions
as may be necessary to qualify, to the extent determined desirable by the
Administrator, with the applicable provisions of Section 422 of the
Code.

      


      (f)           Term.  An Incentive
Stock Option granted to an Employee who on the Grant Date owns stock
representing more than 10% of the voting power of all classes of stock of the
Company or any Subsidiary shall have a term of no more than 5 years from the
Grant Date.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

         

      

      
        	
                10.

              	
                Exercise
      of Option.

              


      

      


      (a)           Procedure for Exercise; Rights as a
Shareholder.

      


      i.           Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the respective Award Agreement. Unless the Administrator
provides otherwise: (A) no Option may be exercised during any leave of
absence other than an approved personal or medical leave with an employment
guarantee upon return, (B) an Option shall continue to vest during any
authorized leave of absence and such Option may be exercised to the extent
vested and exercisable upon the Awardee’s return to active employment
status.

      


      ii.           Option
shall be deemed exercised when the Company receives (A) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option; (B) full payment for the Shares
with respect to which the related Option is exercised; and (C) with respect
to Nonstatutory Stock Options, payment of all applicable withholding
taxes.

      


      iii.           Shares
issued upon exercise of an Option shall be issued in the name of the Awardee or,
if requested by the Awardee, in the name of the Awardee and his or her spouse.
Unless provided otherwise by the Administrator or pursuant to this Plan, until
the Shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Shares subject to an Option, notwithstanding the exercise of the
Option.

      


      iv.           The
Company shall issue (or cause to be issued) such Shares as administratively
practicable after the Option is exercised. An Option may not be exercised for a
fraction of a Share.

      


      (b)           Effect of Termination of Employment
or Service on Options.

      


      i.           Generally.  Unless
otherwise provided for by the Administrator, upon an Awardee’s Termination of
Employment or Service other than as a result of circumstances described in
Sections 10(b)(ii), (iii) and (iv) below, any outstanding Option
granted to such Awardee, that is vested and exercisable as of the date of the
Awardee’s Termination of Employment or Service, may be exercised by the Awardee
until the earlier of thirty (30) days from the Termination of Employment or
Service or the expiration date of the Option; provided, however, that the
Administrator may in the Option Agreement specify a period of time (but not
beyond the expiration date of the Option) following Termination of Employment or
Service during which the Awardee may exercise the Option as to Shares that were
vested and exercisable as of the date of Termination of Employment or
Service.  To the extent such a period following Termination of
Employment or Service is specified, the Option shall automatically terminate at
the end of such period to the extent the Awardee has not exercised it within
such period.

      


      ii.           Disability or Retirement of
Awardee.  Unless otherwise provided for by the Administrator,
upon an Awardee’s Termination of Employment or Service as a result of the
Awardee’s disability or retirement due to age in accordance with the Company’s
or its Subsidiaries’ policies, all outstanding Options granted to such Awardee
that were vested and exercisable as of the date of the Awardee's Termination of
Employment may be exercised for a period of twelve (12) months following the
date of the Awardee’s Termination of Employment or Service as a result of
Awardee’s disability, including Total and Permanent Disability, or retirement;
provided, however, that in no event shall an Option be exercisable after the
expiration of the term of such Option. If the Awardee does not exercise such
Option within the time specified, the Option (to the extent not exercised) shall
automatically terminate.

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

         

      

      iii.           Death of
Awardee.  Unless otherwise provided for by the Administrator,
upon an Awardee’s Termination of Employment or Service as a result of the
Awardee’s death, all outstanding Options granted to such Awardee that were
vested and exercisable as of the date of the Awardee's death may be exercised
until the earlier of (A) twelve (12) months following the date of the
Awardee’s death or (B) the expiration of the term of such Option. If an
Option is held by the Awardee when he or she dies, the Option may be exercised
by the beneficiary designated by the Awardee (as provided in Section 16 of
the Plan), the executor or administrator of the Awardee’s estate or, if none, by
the person(s) entitled to exercise the Option under the Awardee’s will or the
laws of descent or distribution. If the Option is not so exercised within the
time specified, such Option (to the extent not exercised) shall automatically
terminate.

      


      iv.           Termination of Employment for
Cause.   The Administrator has the authority to cause all
outstanding Awards held by an Awardee to terminate immediately in their entirety
(including as to vested Options) upon first notification to the Awardee of the
Awardee’s Termination of Employment for Cause.  If an Awardee’s
employment with or services to the Company is suspended pending an investigation
of whether the Awardee shall be terminated for Cause, the Administrator has the
authority to cause all the Awardee’s rights under all outstanding Awards to be
suspended during the investigation period in which event the Awardee shall have
no right to exercise any outstanding Awards.

      


      (c)           Leave of Absence

      


                 The
Administrator shall have the discretion to determine whether and to what extent
the vesting of Options shall be tolled during any unpaid leave of absence;
provided, however, that in the absence of such determination, vesting of Options
shall be tolled during any leave that is not a leave required to be provided to
the Awardee under Applicable Laws.

      


      
        	
                11.

              	
                Stock
      Awards. 

              


      

      


      (a)           Stock Award
Agreement.  Each Stock Award Agreement shall contain provisions
regarding (i) the number of Shares subject to such Stock Award or a formula
for determining such number, (ii) the purchase price of the Shares, if any,
and the means of payment for the Shares, (iii) the performance criteria
(including Qualifying Performance Criteria), if any, and level of achievement
versus these criteria that shall determine the number of Shares granted, issued,
retainable and/or vested, (iv) such terms and conditions on the grant,
issuance, vesting and/or forfeiture of the Shares as may be determined from time
to time by the Administrator, (v) restrictions on the transferability of
the Stock Award and (vi) such further terms and conditions in each case not
inconsistent with this Plan as may be determined from time to time by the
Administrator.

      


      (b)           Restrictions and Performance
Criteria.  The grant, issuance, retention and/or vesting of
each Stock Award may be subject to such performance criteria and level of
achievement versus these criteria as the Administrator shall determine, which
criteria may be based on financial performance, personal performance evaluations
and/or completion of service by the Awardee. Notwithstanding anything to the
contrary herein, the performance criteria for any Stock Award that is intended
to satisfy the requirements for “performance-based compensation” under
Section 162(m) of the Code shall be established by the Administrator based
on one or more Qualifying Performance Criteria selected by the Administrator and
specified in writing not later than ninety (90) days after the commencement
of the period of service to which the performance goals relates, provided that
the outcome is substantially uncertain at that time.

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

         

      

      (c)           Forfeiture.  Unless
otherwise provided for by the Administrator, upon the Awardee’s Termination of
Employment or Service, the Stock Award and the unvested Shares subject thereto
shall be forfeited, provided that to the extent that the Awardee purchased or
earned any such Shares, the Company shall have a right to repurchase the
unvested Shares at the original price paid by the Awardee.  For the
avoidance of any confusion, upon the Awardee’s Termination of Employment or
Service, his vested Shares that are no longer subject to the Stock Awards will
not be forfeited.

      


      (d)           Rights as a
Shareholder.  Unless otherwise provided by the Administrator,
the Awardee shall have the rights equivalent to those of a shareholder and shall
be a shareholder only after Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company, to the Awardee.  Unless otherwise provided by the
Administrator, an Awardee holding Stock Units shall be entitled to receive
dividend payments as if he or she was an actual shareholder.

      


      
        	
                12.

              	
                [Reserved.]

              


      

      


      
        	
                13.

              	
                Other
      Provisions Applicable to
Awards. 

              


      

      


      (a)           Non-Transferability of
Awards.  Unless determined otherwise by the Administrator, an
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by beneficiary designation, will or by the laws of
descent or distribution.  Notwithstanding the above, the Administrator
may in its own discretion make an Award transferable to an Awardee’s family
member or any other person or entity. If the Administrator makes an Award
transferable, either at the time of grant or thereafter, such Award shall
contain such additional terms and conditions as the Administrator deems
appropriate, and any transferee shall be deemed to be bound by such terms upon
acceptance of such transfer.

      


      (b)           Qualifying Performance
Criteria.  For purposes of this Plan, the term “Qualifying
Performance Criteria” shall mean any one or more of the following performance
criteria, either individually, alternatively or in any combination, applied to
either the Company as a whole or to a business unit, Affiliate or business
segment, either individually, alternatively or in any combination, and measured
either annually or cumulatively over a period of years, on an absolute basis or
relative to a pre-established target, to previous years’ results or to a
designated comparison group, in each case as specified by the Committee in the
Award: (i) cash flow; (ii) earnings (including gross margin, earnings
before interest and taxes, earnings before taxes, and net earnings);
(iii) earnings per share; (iv) growth in earnings or earnings per
share; (v) stock price; (vi) return on equity or average shareholders’
equity; (vii) total shareholder return; (viii) return on capital;
(ix) return on assets or net assets; (x) return on investment;
(xi) revenue; (xii) income or net income; (xiii) operating income
or net operating income; (xiv) operating profit or net operating profit;
(xv) operating margin; (xvi) return on operating revenue;
(xvii) market share; (xviii) contract awards or backlog;
(xix) overhead or other expense reduction; (xx) growth in shareholder
value relative to the moving average of the S&P 500 Index or a peer group
index; (xxi) credit rating; (xxii) strategic plan development and
implementation; (xxiii) improvement in workforce diversity, and
(xxiv) any other similar criteria. The Committee may appropriately adjust
any evaluation of performance under a Qualifying Performance Criteria to exclude
any of the following events that occurs during a performance period:
(A) asset write-downs; (B) litigation or claim judgments or
settlements; (C) the effect of changes in tax law, accounting principles or
other such laws or provisions affecting reported results; (D) accruals for
reorganization and restructuring programs; and (E) any extraordinary
non-recurring items as described in Accounting Principles Board Opinion
No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report to
shareholders for the applicable year.

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

         

      

      (c)           Certification.  Prior
to the payment of any compensation under an Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the
Committee shall certify the extent to which any Qualifying Performance Criteria
and any other material terms under such Award have been satisfied (other than in
cases where such relate solely to the increase in the value of the Common
Stock).

      


      (d)           Discretionary Adjustments Pursuant to
Section 162(m).  Notwithstanding satisfaction of any
completion of any Qualifying Performance Criteria, to the extent specified at
the time of grant of an Award to “covered employees” within the meaning of
Section 162(m) of the Code, the number of Shares, Options or other benefits
granted, issued, retainable and/or vested under an Award on account of
satisfaction of such Qualifying Performance Criteria may be reduced by the
Committee on the basis of such further considerations as the Committee in its
sole discretion shall determine.

      


      (e)           Tax Withholding. As a
condition of the grant, issuance, vesting, exercise or settlement of an Award
granted under the Plan, the Awardee shall make such arrangements as the
Administrator may require for the satisfaction of any applicable federal, state,
local or foreign withholding tax obligations that may arise in connection with
such grant, issuance, vesting, exercise or settlement of the Award. The Company
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Awardee. The Company shall not
be required to issue any Shares under the Plan until such obligations are
satisfied.

      


      
        	
                14.

              	
                Adjustments
      upon Changes in Capitalization, Dissolution, Merger or Asset
      Sale.

              


      

      


      (a)           Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, in the event of a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, the Board shall make
appropriate and equitable adjustments to (i) the number and kind of Shares
covered by each outstanding Award, (ii) the price per Share subject to each
such outstanding Award and (iii) the Share limitations set forth in
Section 3 of the Plan; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.”  Subject to the foregoing
requirement, the specific form of any such adjustments shall be determined by
the Board. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
Award.

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

         

      

      (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Awardee as soon
as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Option to be fully vested and
exercisable until ten (10) days prior to such transaction. In addition, the
Administrator may provide that any restrictions on any Award shall lapse prior
to the transaction, provided the proposed dissolution or liquidation takes place
at the time and in the manner contemplated. To the extent it has not been
previously exercised, an Award will terminate immediately prior to the
consummation of such proposed transaction.

      


      (c)           Change in
Control.  In the event there is a Change in Control of the
Company, as determined by the Board or a Committee, the Board or Committee may,
in its discretion, (i) provide for the assumption or substitution of, or
adjustment (including to the number and type of Shares and exercise price or
purchase price applicable) to, each outstanding Award; (ii) accelerate the
vesting of Options and terminate any restrictions on Stock Awards; and/or
(iii) provide for the cancellation of Awards for a cash payment to the
Awardee. For the purposes of this Section 14(c), an Award shall be considered
assumed, without limitation, if, at the time of issuance of the stock or other
consideration upon a Change in Control, as the case may be, each holder of an
Award would be entitled to receive upon exercise of the Award the same number
and kind of shares of stock or the same amount of property, cash or securities
as such holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to such transaction, the
holder of the number of Shares covered by the Award at such time (after giving
effect to any adjustments in the number of Shares covered by the Award as
provided for in Section 14(a)); provided that if such consideration received in
the transaction is not solely common stock of the successor corporation, the
Administrator may, with the consent of the successor corporation provide for the
consideration to be received upon exercise of the Award to be solely common
stock of the successor corporation equal to the Fair Market Value of the per
Share consideration received by holders of Common Stock in the
transaction.

      


      
        	
                15.

              	
                Amendment
      and Termination of the Plan.

              


      

      


      (a)           Amendment and
Termination.  The Administrator may amend, alter or discontinue
the Plan or any Award Agreement, but any such amendment shall be subject to
approval of the shareholders of the Company in the manner and to the extent
required by Applicable Laws. In addition, without limiting the foregoing, unless
approved by the shareholders of the Company, no such amendment shall be made
that would:

      


      i.           materially
increase the maximum number of Shares for which Awards may be granted under the
Plan, other than an increase pursuant to Section 14 of the
Plan;

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

         

      

      ii.           reduce
the minimum exercise price for Options granted under the Plan; or

      


      iii.           change
or expand the class of persons eligible to receive Awards under the
Plan.

      


      (b)           Effect of Amendment or
Termination.  No amendment, suspension or termination of the
Plan shall impair the rights of any Award, unless mutually agreed otherwise
between the Awardee and the Administrator, which agreement must be in writing
and signed by the Awardee and the Company, provided further that the
Administrator may amend an outstanding Award in order to conform it to the
Administrator’s intent (in its sole discretion) that such Award be subject to
Code Section 409A(a)(i)(B).  Termination of the Plan shall not affect
the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of such
termination.

      


      (c)           Effect of the Plan on Other
Arrangements.  Neither the adoption of the Plan by the Board or
a Committee nor the submission of the Plan to the shareholders of the Company
for approval shall be construed as creating any limitations on the power of the
Board or any Committee to adopt such other incentive arrangements as it or they
may deem desirable, including without limitation, the granting of restricted
stock or stock options otherwise than under the Plan, and such arrangements may
be either generally applicable or applicable only in specific
cases.

      


      
        	
                16.

              	
                Designation
      of Beneficiary.

              


      

      


      (a)           An
Awardee may file a written designation of a beneficiary who is to receive
the Awardee’s rights pursuant to Awardee’s Award.  As an alternative,
the Awardee may include his or her Awards in an omnibus beneficiary designation
for all benefits under the Plan. To the extent that Awardee has completed a
designation of beneficiary while employed with the Company, such beneficiary
designation shall remain in effect with respect to any Award hereunder until
changed by the Awardee to the extent enforceable under Applicable
Laws.

      


      (b)           Such
designation of beneficiary may be changed by the Awardee at any time by written
notice. In the event of the death of an Awardee and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Awardee’s death, the Company shall allow the executor or administrator of the
estate of the Awardee to exercise the Award, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may allow the spouse or one or more dependents or relatives
of the Awardee known to the Company to exercise the Award to the extent
permissible under Applicable Laws, or if no spouse, dependent or relative is
known to the Company, then to such other person as the Company may
designate.

      


      
        	
                17.

              	
                No
      Right to Awards or to Employment.

              


      

      


      No person
shall have any claim or right to be granted an Award and the grant of any Award
shall not be construed as giving an Awardee the right to continue in the employ
of the Company or its Affiliates. Further, the Company and its Affiliates
expressly reserve the right, at any time, to dismiss any Employee at any time
without liability or any claim under the Plan, except as provided herein or in
any Award Agreement entered into hereunder.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      
        	
                18.

              	
                Legal
      Compliance.

              


      

      


      Shares
shall not be issued pursuant to the exercise of an Option or Stock Award unless
the exercise of such Option or Stock Award and the issuance and delivery of such
Shares shall comply with Applicable Laws and shall be further subject to the
approval of counsel for the Company with respect to such
compliance.

      


      
        	
                19.

              	
                Inability
      to Obtain Authority.

              


      

      


      To the
extent the Company is unable to or the Administrator deems it infeasible to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, the Company shall be relieved of any liability
with respect to the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.

      


      
        	
                20.

              	
                Reservation
      of Shares.

              


      

      


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

      


      
        	
                21.

              	
                Notice.

              


      

      


      Any
written notice to the Company required by any provisions of this Plan shall be
addressed to the Secretary of the Company and shall be effective when
received.

      


      
        	
                22.

              	
                Governing
      Law; Interpretation of Plan and
Awards.

              


      

      


      (a)           This
Plan and all determinations made and actions taken pursuant hereto shall be
governed by the substantive laws, but not the choice of law rules, of the state
of Florida.

      


      (b)           In
the event that any provision of the Plan or any Award granted under the Plan is
declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible, to the
extent necessary to render it legal, valid and enforceable, or otherwise
deleted, and the remainder of the terms of the Plan and/or Award shall not be
affected except to the extent necessary to reform or delete such illegal,
invalid or unenforceable provision.

      


      (c)           The
headings preceding the text of the sections hereof are inserted solely for
convenience of reference, and shall not constitute a part of the Plan, nor shall
they affect its meaning, construction or effect.

      


      (d)           The
terms of the Plan and any Award shall inure to the benefit of and be binding
upon the parties hereto and their respective permitted heirs, beneficiaries,
successors and assigns.

      


      (e)           All
questions arising under the Plan or under any Award shall be decided by the
Administrator in its total and absolute discretion.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      


      
        	
                23.

              	
                Limitation
      on Liability.

              


      

      


      The
Company and any Affiliate which is in existence or hereafter comes into
existence shall not be liable to an Awardee or any other persons as
to:

      


      (a)           The Non-Issuance of
Shares.  The non-issuance or sale of Shares as to which the
Company has been unable to obtain from any regulatory body having jurisdiction
the authority deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any shares hereunder; and

      


      (b)           Tax
Consequences.  Any tax consequence expected, but not realized,
by any Awardee or other person due to the receipt, exercise or settlement of any
Option or other Award granted hereunder. The Awardee is responsible for, and by
accepting an Award under the Plan agrees to bear, all taxes of any nature that
are legally imposed upon the Awardee in connection with the Award, and the
Company does not assume, and will not be liable to any party for, any cost or
liability arising in connection with such tax liability legally imposed on the
Awardee. In particular, Awards issued under the Plan may be characterized by the
Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code
resulting in the additional taxes, including in some cases interest and
penalties. In the event that the IRS determines that an Award constitutes
deferred compensation under the Code or challenges any good faith
characterization made by the Company or any other party of the tax treatment
applicable to an Award, the Awardee will be responsible for the additional
taxes, and interests and penalties, if any, that are determined to apply if such
challenge succeeds, and the Company will not reimburse the Awardee for the
amount of any additional taxes, penalties or interests that result.

      


      
        	
                24.

              	
                Unfunded
      Plan.

              


      

      


      Insofar
as it provides for Awards, the Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Awardees who are granted Stock
Awards under this Plan, any such accounts will be used merely as a bookkeeping
convenience. The Company shall not be required to segregate any assets which may
at any time be represented by Awards, nor shall this Plan be construed as
providing for such segregation, nor shall the Company nor the Administrator be
deemed to be a trustee of stock to be awarded under the Plan. Any liability of
the Company to any Awardee with respect to an Award shall be based solely upon
any contractual obligations which may be created by the Plan; no such obligation
of the Company shall be deemed to be secured by any pledge or other encumbrance
on any property of the Company. Neither the Company nor the Administrator shall
be required to give any security or bond for the performance of any obligation
which may be created by this Plan.


      
        
           


        

        
          18