ex10_1.htm


    Exhibit
10.1

     

    


     

     

    


     

     

    


     

     

    


     

     

    
 

     

     

    


     

     

    BEST ENERGY SERVICES,
INC.

     

     

    2008
EMPLOYEE LONG-TERM EQUITY INCENTIVE PLAN

     

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
       

      
        
          

        

      

       

    


     

     

     

     

     

     

     

     

    BEST ENERGY SERVICES,
INC.

     

    2008 EMPLOYEE LONG-TERM EQUITY
INCENTIVE PLAN

     

     

     

     

    TABLE OF CONTENTS

     

     

     

    PART I PURPOSE,
ADMINISTRATION AND RESERVATION OF SHARES [INSERT PAGE NUMBER]

    
      	
               
      

            	
              SECTION
      1.Purpose
      of this Plan[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      2.Definitions[INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      3.Administration of this
      Plan[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      4.Shares
      Subject to this Plan[INSERT
      PAGE NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      5.Adjustments to Shares
      Subject to this Plan[INSERT
      PAGE NUMBER]

            


    

    


    PART II TERMS
APPLICABLE TO ALL AWARDS [INSERT PAGE
NUMBER]

    
      	
               
      

            	
              SECTION
      6.General
      Eligibility and Annual Maximum Award; Procedure for Exercise of Awards;
      Rights as a Stockholder[INSERT
      PAGE NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      7.Effect
      of Change of Control[INSERT
      PAGE NUMBER]

            


    

    


    PART III SPECIFIC
TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS [INSERT PAGE NUMBER]

    
      	
               
      

            	
              SECTION
      8.Grant,
      Terms and Conditions of Options[INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      9.Grant,
      Terms and Conditions of Stock Awards[INSERT PAGE
  NUMBER]

            


    

    


    PART IV TERM OF
PLAN AND STOCKHOLDER APPROVAL [INSERT
PAGE NUMBER]

    
      	
               
      

            	
              SECTION
      10.Term
      of Plan[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      11.Amendment and
      Termination of this Plan.[INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      12.Stockholder
      Approval[INSERT PAGE
      NUMBER]

            


    

    


    PART V
MISCELLANEOUS [INSERT PAGE
NUMBER]

    
      	
               
      

            	
              SECTION
      13.Unfunded Plan[INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      14.Representations and
      Legends[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      15.Assignment of
      Benefits[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      16.Governing
      Laws[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      17.Application of
      Funds[INSERT PAGE
      NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      18.Right
      of Discharge[INSERT PAGE
      NUMBER]

            


    

     

    


     

     

    
       

      
        
          

        

      

       

    

     

     

    BEST ENERGY SERVICES,
INC.

     

    2008 Employee Long-Term Equity
Incentive Plan

     

     

    PART
I

     

     

     

    PURPOSE,
ADMINISTRATION AND RESERVATION OF SHARES

     

    SECTION
1. Purpose of this
Plan. The
purposes of this Plan are to (a) employ and retain qualified and competent
personnel and (b) promote the growth and success of the Company’s and its
Subsidiaries’ business by (i) aligning the long-term interests of the
Company’s and its Subsidiaries’ key employees with those of the Company’s
stockholders by providing an opportunity to acquire an interest in the Company
and (ii)  providing rewards for exceptional performance and long-term
incentives for future contributions to the success of the Company and its
Subsidiaries.

     

     

    This Plan
permits the grant of Non-Qualified Stock Options, Incentive Stock Options or
Restricted Stock, at the discretion of the Committee and as reflected in the
terms of the Award Agreement.  Each Award will be subject to
conditions specified in this Plan.

     

    SECTION
2. Definitions. As used herein, the
following definitions shall apply:

     

    (a) “AMEX” means the American
Stock Exchange.

     

    (b) “Award” means any award or
benefit granted under this Plan, including Options and Restricted
Stock.

     

    (c) “Award Agreement” means a written or
electronic agreement between the Company and the Participant setting forth the
terms of the Award.

     

    (d) “Beneficial Ownership” has the meaning set
forth in Rule 13d-3 promulgated under the Exchange Act.

     

    (e) “Board” means the Company’s
Board of Directors.

     

    (f) “Change of Control” means the first day
that any one or more of the following conditions has been
satisfied:

     

    (i) the sale,
transfer, or assignment to, or other acquisition by any other entity or entities
(other than a Subsidiary), of all or substantially all of the Company’s assets
and business in one or a series of related transactions;

     

    (ii) a third
person, including a “group” as determined in accordance with Section 13(d) or
14(d) of the Exchange Act, obtains the Beneficial Ownership of Common Stock
having thirty percent (30%) or more of the then total number of votes that may
be cast for the election of members of the Board; or

     

    (iii) during
any 24-consecutive month period, the individuals who, at the beginning of such
period, constitute the Board (“Incumbent Directors”) cease for any reason other
than death to constitute at least a majority of the members of the Board;
provided, however, that except as set forth in this Section 2(f)(iii), an
individual who becomes a member of the Board subsequent to the beginning of the
24-month period, shall be deemed to have satisfied such 24-month requirement and
shall be deemed an Incumbent Director if such Director was elected by or on the
recommendation of, or with the approval of, at least two-thirds of the Directors
who then qualified as Incumbent Directors either actually (because they were
Directors at the beginning of such period) or by operation of the provisions of
this Section; if any such individual initially assumes office as a result of or
in connection with either an actual or threatened solicitation with respect to
the election of Directors (as such terms are used in Rule 14a-12(c) of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitations of proxies or consents by or on behalf of a person other than the
Board, then such individual shall not be considered an Incumbent Director;
or

     

     

     

    
       

      
         

        
          

        

      

       

    

    (iv) a merger,
consolidation, reorganization or other business combination (a “Transaction”),
as a result of which the shareholders of the Company immediately prior to such
Transaction own directly or indirectly immediately following such Transaction
less than 50% of the combined voting power of the outstanding voting securities
of the entity resulting from such Transaction.

     

    (g) “Change in Control Value” has
the meaning set forth in Section 5(b).

     

    (h) “Code” means the Internal
Revenue Code of 1986, as amended.

     

    (i) “Committee” means the Compensation
Committee appointed by the Board, which shall be comprised of two or more
outside Directors (within the meaning of the term “outside directors” as used in
section 162(m) of the Code, and applicable interpretive authority under the
Code, and within the meaning of  “Non-Employee Director” under SEC
Rule 16b-3 promulgated under the Exchange Act).

     

    (j) “Common Stock” means the common stock
of the Company, par value $.001 per share.

     

    (k) “Company” means Best Energy
Services, Inc., a Nevada corporation, and any successor thereto.

     

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

     

    (m) “Effective Date” means the
date on which the Company’s stockholders have approved this Plan in accordance
with applicable AMEX rules, or the rules of such other exchange or quotation
service upon which the Company’s Common Stock is then either quoted or
traded.

     

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

     

    (o) “Fair Market Value” means the
closing price per share of the Common Stock on the AMEX as to the date specified
(or the previous trading day if the date specified is a day on which no trading
occurred), or if the AMEX shall cease to be the principal exchange or quotation
system upon which the shares of Common Stock are listed or quoted, then such
exchange or quotation system upon which the Company elects to list or quote its
shares of Common Stock.

     

    (p) “Incentive Stock Option”
means any Option intended to qualify as an incentive stock option with in the
meaning of Section 422 of the Code.

     

    (q) “Incumbent Director” has the
meaning set forth in Section 2(f)(iii).

     

    (r) “Misconduct” means the termination
of employment for “cause” as defined in Participant’s employment agreement or in
the absence of such an agreement or such a definition, “Misconduct” will mean a
determination by the Committee that Participant (i) has engaged in personal
dishonesty, willful violation of any law, rule, or regulation (other than minor
traffic violations or similar offenses), or breach of fiduciary duty involving
personal profit, (ii) is unable to satisfactorily perform or has failed to
satisfactorily perform Participant’s duties and responsibilities for the Company
or any affiliate, (iii) has been convicted of, or plead nolo contendere to, any
felony or a crime involving moral turpitude, (iv) has engaged in negligence or
willful misconduct in the performance of his duties including, but not limited
to, willfully refusing without proper legal reason to perform Participant’s
duties and responsibilities, (v) has materially breached any corporate policy or
code of conduct established by the Company or any affiliate as such policies or
codes may be adopted from time to time, (vi) has violated the terms of any
confidentiality, nondisclosure, intellectual property, nonsolicitation,
noncompetition, proprietary information and inventions, or any other agreement
between Participant and the Company related to Participant’s employment, or
(vii) has engaged in conduct that is likely to have a deleterious effect on the
Company or any affiliate or their legitimate business interests including, but
not limited to, their goodwill and public image.

     

    (s) “Non-Qualified Stock Option”
means an Option that does not qualify or is not intended to qualify as an
Incentive Stock Option.

     

    (t) “Option” means a Non-Qualified
Stock Option or an Incentive Stock Option granted pursuant to Section 8 of
this Plan.

     

    (u) “Optionee” means a Participant who
has been granted an Option.

     

    (v) “Participant” means any employee of
the Company or any of its Subsidiaries that has been granted an
Award.

     

    (w) “Plan” means this Best Energy
Services, Inc. 2008 Employee Long-Term Equity Incentive Plan, including any
amendments thereto.

     

    (x) “Reprice” or “Repricing” shall mean the
adjustment or amendment of the exercise price of Options previously awarded
whether through amendment, cancellation, replacement of grants or any other
means.

     

    (y) “Restricted Stock” means a grant of Shares
pursuant to Section 9 of this Plan.

     

     

     

    
       

      
         

        
          

        

      

       

    

     

    (z)  “SEC” means the Securities
and Exchange Commission.

     

    (aa) “Share” means one share of
Common Stock, as adjusted in accordance with Section 5 of this
Plan.

     

    (bb) “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code, a limited liability company, partnership or
other entity in which the Company controls fifty percent (50%) or more of the
voting power or equity interests, or an entity with respect to which the Company
possesses the power, directly or indirectly, to direct or cause the direction of
the management and policies of that entity, whether through the Company’s
ownership of voting securities, by contract or otherwise.

     

    (cc) “Transaction” has the meaning
set forth in Section 2(f)(iv).

     

    SECTION
3. Administration of this
Plan.

     

    (a) Authority.  This
Plan shall be administered by the Committee.  The Committee has full
and exclusive power to administer this Plan on behalf of the Board, subject to
such terms and conditions as the Committee may
prescribe.  Notwithstanding anything herein to the contrary, the
Committee’s power to administer this Plan, and actions the Committee takes under
this Plan, shall be limited by the provisions set forth in the Committee’s
charter, as such charter may be amended from time to time, and the further
limitation that certain actions may be subject to review and approval by the
full Board and/or stockholders.

     

    (b) Powers of the
Committee.                                                                Subject
to the other provisions of this Plan, the Committee has the authority, in its
discretion:

     

    (i) to
determine the Participants to whom Awards, if any, will be granted
hereunder;

     

    (ii) to grant
Awards to Participants and to determine the terms and conditions of such Awards,
including the determination of the Fair Market Value of the Shares, the number
of Shares to be represented by each Award and the vesting schedule, the exercise
price, the timing of such Awards, and to modify or amend each Award, with the
consent of the Participant when required;

     

    (iii) to
construe and interpret this Plan and the Awards granted hereunder;

     

    (iv) to
prescribe, amend, and rescind rules and regulations relating to this Plan,
including the forms of Award Agreements, and manner of acceptance of an Award,
such as correcting a defect or supplying any omission, or reconciling any
inconsistency so that this Plan or any Award Agreement complies with applicable
law, rules, regulations and listing requirements and to avoid unanticipated
consequences deemed by the Committee to be inconsistent with the purposes of
this Plan or any Award Agreement;

     

    (v) to
accelerate or defer (with the consent of the Participant) the exercise or vested
date of any Award;

     

    (vi) to
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Award previously granted by the Committee;
and

     

    (vii) to make
all other determinations deemed necessary or advisable for the administration of
this Plan;

     

     

    provided,
that, no consent
of a Participant is necessary under clauses (i) or (v) if a
modification, amendment, acceleration, or deferral, in the reasonable judgment
of the Committee, confers a benefit on the Participant or is made pursuant to an
adjustment in accordance with Section 5.

     

    (c) Effect of Committee’s
Decision. All decisions,
determinations, and interpretations of the Committee shall be final and binding
on all Participants, the Company (including its Subsidiaries), any stockholder
and all other persons.

     

    (d) Delegation. To the extent permitted
by the Committee’s charter, as such charter may be amended from time to time,
the Committee may delegate its authority and duties under this Plan to one or
more persons other than its members to carry out its policies and directives,
including the authority to grant Awards, subject to the limitations and
guidelines set by the Committee, except that (i) the authority to grant or
administer Awards with respect to persons who are subject to Section 16 of the
Exchange Act, or to persons who are “covered employees” (within the meaning of
Treasury Regulation, Section 1.162-27(c)(2)), shall not be delegated by the
Committee; and (ii) any such delegation shall satisfy any other applicable
requirements of Rule 16b-3 of the Exchange Act, or any successor
provision.  Any action by any such delegate(s) within the scope of
such delegation shall be deemed for all purposes to have been taken by the
Committee.  Any person to whom such authority is granted shall
continue to be eligible to receive Awards under this Plan, provided that such
Awards are granted directly by the Committee without delegation.

     

     

     

     

    
      
         

      

      
        
          

        

      

       

    

     

     

    SECTION
4. Shares Subject to this
Plan.

     

    (a) Reservation of Shares. The shares of Common
Stock reserved under this Plan shall be 3,000,000 shares of Common
Stock.  If an Award expires, is forfeited or becomes unexercisable for
any reason without having been exercised in full, the undelivered Shares which
were subject thereto shall, unless this Plan has been terminated, become
available for future Awards under this Plan.  The Shares may be
authorized but unissued, or reacquired shares of Common Stock.  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 this Plan.

     

    (b) Time of Granting Awards. The date of grant of an
Award shall, for all purposes, be the date on which the Company completes the
corporate action relating to the grant of such Award and all conditions to the
grant have been satisfied, provided that conditions to the exercise of an Award
shall not defer the date of grant.  Notice of a grant shall be given
to each Participant to whom an Award is so granted within a reasonable time
after the determination has been made.

     

    (c) Securities Law
Compliance. Shares shall not be
issued pursuant to the exercise of an Award unless the exercise of such Award
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including without limitation, the Securities Act
of 1933, as amended, the Exchange Act, the rules and regulations promulgated
under either of such Acts, and the requirements of any stock exchange or
quotation system upon which the Shares may then be listed or quoted, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.

     

    (d) Substitutions and
Assumptions. The Board or the
Committee has 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 and
assumptions are permitted by Section 424 of the Code and the regulations
promulgated thereunder.  The number of Shares reserved pursuant to
Section 4(a) may be increased by the corresponding number of Awards assumed
and, in the case of a substitution, by the net increase in the number of Shares
subject to Awards before and after the substitution.

     

    SECTION
5. Adjustments to Shares
Subject to this Plan.

     

    (a) Adjustments.  If
the outstanding shares of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities or property of
the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split up, combination of
shares or otherwise), or if the number of such shares of Common Stock shall be
increased by a stock dividend or stock split, there shall be substituted for or
added to each share of Common Stock theretofore reserved for the purposes of
this Plan, whether or not such shares are at the time subject to outstanding
Awards, the number and kind of shares of stock or other securities or property
into which each outstanding share of Common Stock shall be so changed or for
which it shall be so exchanged, or to which each such share shall be entitled,
as the case may be.  Outstanding Awards shall also be considered to be
appropriately amended as to price and other terms as may be necessary or
appropriate to reflect the foregoing events.  No adjustment pursuant
to this Section 5 shall be deemed a Repricing of an Option or any other
Award.  If there shall be any other change in the number or kind of
the outstanding shares of Common Stock, or of any stock or other securities or
property into which such Common Stock has been changed, or for which it has been
exchanged, and if the Committee shall in its sole discretion determine that such
change equitably requires an adjustment in the number or kind or price of the
shares then reserved for the purposes of this Plan, or in any Award theretofore
granted or which may be granted under this Plan, then such adjustment shall be
made by the Committee and shall be effective and binding for all purposes of the
Plan.  In making any such substitution or adjustment pursuant to this
Section 5, fractional shares may be ignored.

     

    (b) Amendments.  The
Committee has the power, in the event of any Transaction, to (1) amend all
outstanding Options to permit the exercise thereof in whole or in part at
anytime, or from time to time, prior to the effective date of any such
Transaction and (2) to terminate each such Option as of such effective date and
pay each holder of such Award an amount of cash per share equal to the excess,
if any, of the Change in Control Value  (as hereinafter defined) of
the shares subject to such Option over the exercise price under such Options for
such shares.  For purposes of this subsection (b), the “Change in
Control Value” shall be the per share price paid to stockholders of the Company
in the Transaction, provided that in the event that the consideration offered to
stockholders of the Company consists of anything other than cash, the Committee
will determine, in its sole and absolute discretion, the fair cash equivalent
portion of the consideration offered that is other than cash.

     

    (c) No Other
Adjustment.  Except as expressly provided herein, no issuance
by the Company of shares of any class, or securities convertible into shares of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to an Award.

     

     

     

     

     

    
       

      
         

        
          

        

      

      
         

      

    

     

     

     

     

    PART
II

     

    


     

    TERMS
APPLICABLE TO ALL AWARDS

     

    SECTION
6. General Eligibility and
Annual Maximum Award; Procedure for Exercise of Awards; Rights as a
Stockholder.

     

    (a) General
Eligibility.  Awards may be granted only to
Participants.

     

    (b) Maximum Annual Participant
Award. The
aggregate number of Shares with respect to which an Award or Awards may be
granted to any one Participant in any one taxable year of the Company shall not
exceed 200,000 shares of Common Stock (subject to adjustment as set forth in
Section 5(a)).

     

    (c) Procedure. An Award shall be
exercised when written or electronic notice of exercise has been given to the
Company, or the brokerage firm or firms approved by the Company to facilitate
exercises and sales under this Plan, in accordance with the terms of the Award
by the person entitled to exercise the Award and full payment for the Shares
with respect to which the Award is exercised has been received by the Company or
the brokerage firm or firms, as applicable.  The notification to the
brokerage firm shall be made in accordance with procedures of such brokerage
firm approved by the Company.  The Company shall issue (or cause to be
issued) such share certificate promptly upon exercise of and full payment for
the Award.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the share certificate is issued,
except as provided in Section 5 of this Plan.

     

    (d) Method of Payment. The consideration to be
paid for any Shares to be issued upon exercise or other required settlement of
an Award must be paid by cash, check or wire transfer of immediately available
funds.

     

    (e) Stockholder Rights. Except as otherwise
provided in this Plan, until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company) of the share certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect
to the Shares subject to the Award, notwithstanding the exercise of the
Award.

     

    (f) Non-Transferability of
Awards. An
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in exchange for consideration, except that an Award may be transferred by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Participant, only by the Participant; unless the Committee
permits further transferability, on a general or specific basis, in which case
the Committee may impose conditions and limitations on any permitted
transferability.

     

    SECTION
7. Effect of Change of
Control. Notwithstanding any
other provision in this Plan to the contrary, the following provisions shall
apply unless otherwise provided in the most recently executed agreement between
the Participant and the Company, or specifically prohibited under applicable
laws, or by the rules and regulations of any applicable governmental agencies or
national securities exchanges or quotation systems.

     

    (a) Acceleration. Awards of a Participant
shall be Accelerated (as defined in Section 7(b)) upon the occurrence of a
Change of Control.

     

    (b) Definition. For purposes of this
Section 7, Awards of a Participant being “Accelerated” means, with respect
to such Participant:

     

    (i) any and
all Options shall become fully vested and immediately exercisable, and shall
remain exercisable throughout their entire term; and

     

    (ii) any
restriction periods and restrictions imposed on Restricted Stock shall
lapse.

     

     

     

     

     

     

    
      
         

      

      
        
          

        

      

       

    

    PART
III

     

    


     

    SPECIFIC
TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS

     

    SECTION
8. Grant, Terms and Conditions
of Options.

     

    (a) Designation.  Each
Option shall be designated in an Award Agreement as either an Incentive Stock
Option or a Non-Qualified Stock Option.  However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by any Participant during any calendar year
(under all plans of the Company) exceeds $100,000, such excess Options shall be
treated as Non-Qualified Stock Options.  Options shall be taken into
account in the order in which they were granted.

     

    (b) Term of Options. The term of each Option
shall be established by the Committee in its sole and absolute discretion at the
date of grant.  However, the term of each Incentive Stock Option shall
be no more than 10 years from the date of grant, and , in the case of an
Incentive Stock Option granted to a Participant who, at the time the Option is
granted, owns Shares representing more than 10% of the voting power of all
classes of stock of the Company or any Subsidiary, the term of the Option shall
be no more than 5 years from the date of grant.

     

    (c) Vesting. Options granted
pursuant to this Section 8 shall vest pursuant to the periods, terms and
conditions determined by the Committee in its sole discretion.  The
Committee in its sole and absolute discretion may provide that an Option will be
vested or exercisable upon (1) the attainment of one or more performance goals
or targets established by the Committee; (2) the Optionee’s continued employment
as an Employee with the Company for a specified period of time; (3) the
occurrence of any event or the satisfaction of any other condition specified by
the Committee in its sole and absolute discretion; or (4) a combination of any
of the foregoing.  Each Option may, in the sole and absolute
discretion of the Committee, have different provisions with respect to vesting
and/or exercise of the Option.  To the extent Options vest and become
exercisable in increments, such Options shall cease vesting as of the
termination of such Optionee’s employment for any reason other than death, in
which case such Options shall immediately vest in full.

     

    (d) Exercise Prices.

     

    (i) The per
Share exercise price under an Incentive Stock Option shall be: (A) if granted to
a Participant who, at the time of the grant of such Incentive Stock Option, owns
shares 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 of the Common Stock on the date the
Option is granted, or (B) if granted to any other Participant, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share of
the Common Stock on the date the Option is granted.

     

    (ii) The per
Share exercise price under a Non-Qualified Stock Option shall be no less than
100% of the Fair Market Value per Share of the Common Stock on the date the
Option is granted.

     

    (iii) Except as
otherwise provided in this Plan, in no event shall the Board or the Committee be
permitted to Reprice an Option after the date of grant without stockholder
approval.

     

    (e) Exercise. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Committee at the time of grant, as provided in the applicable
Award Agreement, and as are permissible under the terms of this
Plan.  An Option may not be exercised for a fraction of a
Share.

     

    (f) Expiration of Options upon
Termination of Employment. Unless otherwise
provided in the applicable Award Agreement as determined by the Committee at the
time of grant, Options granted under this Plan, shall expire and cease to be
exerciseable as follows:

     

    (i) three
(3) months after the date of the termination of Optionee’s employment,
other than in circumstances covered by (ii), (iii) or
(iv) below;

     

    (ii) immediately
upon termination of Optionee’s employment for Misconduct;

     

    (iii) twelve
(12) months after the date of the termination of a Optionee’s employment if such
termination was by reason of disability (within the meaning of Section 22(e)(3)
of the Code); and

     

    (iv) twelve
(12) months after the date of the death of a Participant.

     

     Notwithstanding the
foregoing in this subsection (f), the Committee has the authority to extend
the expiration date of any outstanding Option in circumstances in which it deems
such action to be appropriate, provided that no such extension shall extend the
term of an Option beyond the date on which the Option would have expired if no
termination of the Optionee’s employment had occurred.  To the extent
that the extension of the expiration date results in an Option no longer
qualifying as an Incentive Stock Option, such extension shall not be effective
unless Optionee approves the extension and waives any and all claims against the
Committee and the Company for any losses resulting from the disqualification of
the Incentive Stock Option.

     

     

    
       

      
         

        
          

        

      

       

    

    SECTION
9. Grant, Terms and Conditions
of Stock Awards.

     

    (a) Designation. Restricted Stock may be
granted either alone, in addition to, or in tandem with other Awards granted
under this Plan.  After the Committee determines that it will offer
Restricted Stock, it will advise the Participant in writing or electronically,
by means of an Award Agreement, of the terms, conditions and restrictions,
including vesting, if any, related to the offer, including the number of Shares
that the Participant shall be entitled to receive or purchase, the price to be
paid, if any, and, if applicable, the time within which the Participant must
accept the offer.  The offer shall be accepted by execution of an
Award Agreement or as otherwise directed by the Committee.  The term
of each award of Restricted Stock shall be at the discretion of the
Committee.

     

    (b) Vesting.  The
Committee shall determine the time or times within which an Award of shares of
Restricted Stock may be subject to forfeiture, the vesting schedule and the
rights to acceleration thereof, and all other terms and conditions of the
Award.  The Committee may, but shall not be required, provide that
vesting of such Award will occur upon (1) the attainment of one or more
performance goals or targets established by the Committee; (2) the Optionee’s
continued employment or service with the Company for a specified period of time;
(3) the occurrence of any event or the satisfaction of any other condition
specified by the Committee in its sole and absolute discretion; or (4) a
combination of any of the foregoing.  Subject to the applicable
provisions of the Award Agreement and this Section 9, upon termination of a
Participant’s employment for any reason, all Restricted Stock subject to the
Award Agreement may vest or be forfeited in accordance with the terms and
conditions established by the Committee as specified in the Award
Agreement.  Each Restricted Stock Award may, in the sole and absolute
discretion of the Committee, have different forfeiture and vesting
provisions.

     

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
         

        
           

          
            

          

        

         

      

       

    

    PART
IV

     

    


     

    TERM
OF PLAN AND STOCKHOLDER APPROVAL

     

    SECTION
10. Term of Plan. This Plan shall become
effective as of the Effective Date and shall continue in effect until the tenth
anniversary of the Effective Date or until terminated under Section 11 of
this Plan or extended by an amendment approved by the stockholders of the
Company pursuant to Section 11(a).

     

    SECTION
11. Amendment and Termination of
this Plan.

     

    (a) Amendment and
Termination. The Board or the
Committee may amend or terminate this Plan from time to time in such respects as
the Board may deem advisable (including, but not limited to, amendments which
the Board deems appropriate to enhance the Company’s ability to claim deductions
related to stock option exercises); provided, that to the extent an amendment to
this Plan (1) increases the maximum number of shares available under the Plan,
(2) changes the class of individuals eligible to receive Awards under the Plan,
or (3) requires stockholder approval under the rules of the AMEX, such other
exchange or quotation service upon which the Company’s Common Stock is either
quoted or traded, or the SEC, stockholder approval shall be required for any
such amendment of this Plan.  Subject to the foregoing, it is
specifically intended that the Board or Committee may amend this Plan without
stockholder approval to comply with legal, regulatory and listing requirements
and to avoid unanticipated consequences deemed by the Committee to be
inconsistent with the purpose of this Plan or any Award Agreement.

     

    (b) Effect of Amendment or
Termination. Any amendment or
termination of this Plan shall not impair the rights of Participants under
previously-granted Awards  and such Awards shall remain in full force
and effect as if this Plan had not been so amended or terminated, unless
mutually agreed otherwise between the Participant and the Committee, which
agreement must be in writing and signed by the Participant and the
Company.

     

    SECTION
12. Stockholder
Approval. The effectiveness of
this Plan is subject to approval by the stockholders of the Company in
accordance with applicable AMEX rules, or the rules of such other exchange upon
which the Company’s Common Stock is either quoted or traded at the time the Plan
becomes effective.

     

    PART
V

     

    


     

    MISCELLANEOUS

     

    SECTION
13. Unfunded
Plan.  The adoption of this Plan and any setting aside of
amounts by the Company with which to discharge its obligations hereunder shall
not be deemed to create a trust.  The benefits provided under this
Plan shall be a general, unsecured obligation of the Company payable solely from
the general assets of the Company, and neither a Participant nor the
Participant’s beneficiaries or estate has any interest in any assets of the
Company by virtue of this Plan.  Nothing in this Section 13 shall be
construed to prevent the Company from implementing or setting aside funds in a
grantor trust subject to the claims of the Company’s creditors.  Legal
and equitable title to any funds set aside, other than any grantor trust subject
to the claims of the Company’s creditors, shall remain in the Company and any
funds so set aside shall remain subject to the general creditors of the Company,
present and future.  Any liability of the Company to any Participant
with respect to an Award shall be based solely upon contractual obligations
created by this Plan and the Award Agreements.

     

    SECTION
14. Representations and
Legends.  The Committee may require each person purchasing
shares pursuant to an Award under this Plan to represent to and agree with the
Company in writing that the purchaser is acquiring the shares without a view to
distribution thereof.  In addition to any legend required by this
Plan, the certificate for such shares may include any legend which the Committee
deems appropriate to reflect a restriction on transfer.

     

    All
certificates for shares of Common Stock delivered under this Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
SEC, any stock exchange upon which the Common Stock is listed, applicable
federal or state securities laws, and any applicable corporate law, and the
Committee may cause the legend or legends to be put on any such certificates to
make appropriate reference to such restriction.

     

    SECTION
15. Assignment of
Benefits.  No Award or other benefits payable under this Plan
shall, except as otherwise provided under this Plan or as specifically provided
by law, be subject in any manner to anticipation, alienation, attachment, sale,
transfer, assignment, pledge, encumbrance or charge.  Any attempt to
anticipate, alienate, attach, sell, transfer, assign, pledge, encumber or
charge, any such benefit shall be void, and any such benefit shall not in any
manner be subject to the debts, contracts, liabilities, engagements or torts of
any person who shall be entitled to such benefit, nor shall such benefit be
subject to attachment or legal process for or against that person.

     

    SECTION
16. Governing
Laws.  This Plan and actions taken in connection herewith shall
be governed, construed and enforced in accordance with the laws of the State of
Nevada.

     

    SECTION
17. Application of
Funds.  The proceeds received by the Company from the sale of
shares of Common Stock pursuant to Awards granted under this Plan will be used
for general corporate purposes.

     

    SECTION
18. Right of
Discharge.  Nothing in this Plan or in any Award or Award
Agreement shall confer upon any Participant or any other individual the right to
continue in the employment or service of the Company or any of its Subsidiaries,
or affect any right the Company or any of its Subsidiaries may have to terminate
the employment or service of any such Participant or any other individual at any
time for any reason.