EXHIBIT
10.12

       

      NEVADA
GOLD HOLDINGS, INC.

       

      2008
EQUITY INCENTIVE PLAN

       

      1.           Purposes of the
Plan.  The purposes of this Plan are:

       

      
        	
                 
      

              	
                ·

              	
                to
      attract and retain the best available personnel for positions of
      substantial responsibility,

              


      

       

      
        	
                 
      

              	
                ·

              	
                to
      provide incentives to individuals who perform services to the Company,
      and

              


      

       

      
        	
                 
      

              	
                ·

              	
                to
      promote the success of the Company’s
business.

              


      

       

      The Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares and other stock or cash awards as the Administrator
may determine.

       

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

       

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

       

      (b)           “Affiliate” means any corporation or any other
entity (including, but not limited to, partnerships and joint ventures)
controlling, controlled by, or under common control with the
Company.

       

      (c)           “Applicable Laws”
means the requirements relating to the administration of equity-based awards
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.

       

      (d)           “Award” means, individually or collectively, a
grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares and other stock or cash awards as
the Administrator may determine.

       

      (e)           “Award
Agreement” means the
written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.  The Award Agreement
is subject to the terms and conditions of the Plan.

       

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

       

      (g)           “Change in Control”
means the occurrence of any of the following events:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                (i)

              	
                A change in the ownership of the
      Company which occurs on the date that any
      one person, or more than one person acting as a group, (“Person”) acquires ownership of the stock
      of the Company that, together with the stock held by such Person,
      constitutes more than 50% of the total voting power of the stock of the
      Company; provided, however, that for purposes of this subsection (i), the
      acquisition of additional stock by any one Person, who is considered to
      own more than 50% of the total voting power of the stock of the Company
      will not be considered a Change in Control;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A change in the effective control
      of the Company which occurs on the date that a majority of members of the
      Board is replaced during any twelve (12) month period by Directors whose
      appointment or election is not endorsed by a majority of the members of
      the Board prior to the date of the appointment or election.  For
      purposes of this clause (ii), if any Person is considered to effectively
      control the Company, the acquisition of additional control of the Company
      by the same Person will not be considered a Change in Control;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A change in the ownership of a
      substantial portion of the Company’s assets which occurs on the date that
      any Person acquires (or has acquired during the twelve (12) month period
      ending on the date of the most recent acquisition by such person or
      persons) assets from the Company that have a total gross fair market value
      equal to or more than 50% of the total gross fair market value of all of
      the assets of the Company immediately prior to such acquisition or
      acquisitions; provided, however, that for purposes of this subsection
      (iii), the following will not constitute a change in the ownership of a
      substantial portion of the Company’s assets: (A) a transfer to an entity
      that is controlled by the Company’s stockholders immediately after the
      transfer, or (B) a transfer of assets by the Company to: (1) a stockholder
      of the Company (immediately before the asset transfer) in exchange for or
      with respect to the Company’s stock, (2) an entity, 50% or more of the
      total value or voting power of which is owned, directly or indirectly, by
      the Company, (3) a Person, that owns, directly or indirectly, 50% or more
      of the total value or voting power of all the outstanding stock of the
      Company, or (4) an entity, at least 50% of the total value or voting power
      of which is owned, directly or indirectly, by a Person described in this
      subsection (iii)(B)(3).  For purposes of this subsection (iii),
      gross fair market value means the value of the assets of the Company, or
      the value of the assets being disposed of, determined without regard to
      any liabilities associated with such
  assets.

              


      

       

      For
purposes of this Section 2(g), persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

       

      (h)           “Code” means the
Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code
herein will be a reference to any successor or amended section of the
Code.

       

      (i)           “Committee” means a committee of Directors or of
other individuals satisfying Applicable Laws appointed by the Board in
accordance with Section 4 hereof.


      
        
           


        

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

       

      (k)           “Company” means Nevada
Gold Holdings, Inc., a Delaware corporation, or any successor
thereto.

       

      (l)           “Consultant” means any
person, including an advisor, engaged by the Company or a Parent, Subsidiary or
Affiliate to render services to such entity.

       

      (m)           “Determination
Date” means the latest
possible date that will not jeopardize the qualification of an Award granted
under the Plan as “performance-based compensation” under Section 162(m) of the
Code.

       

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

       

      (o)           “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the
Code, provided that in the case of
Awards other than Incentive Stock Options, the Administrator in its discretion
may determine whether a permanent and total disability exists in accordance with
uniform and non-discriminatory standards adopted by the Administrator from time
to time.

       

      (p)           “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent,
Subsidiary or Affiliate of the Company.  Neither service as a Director
nor payment of a director’s fee by the Company will be sufficient to constitute
“employment” by the Company.

       

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

       

      (r)           “Exchange
Program” means a program
under which (i) outstanding Awards are surrendered or cancelled in exchange for
Awards of the same type (which may have lower exercise prices and different
terms), Awards of a different type, and/or cash, (ii) Participants would have
the opportunity to transfer any outstanding Awards to a financial institution or
other person or entity selected by the Administrator, and/or (iii) the exercise
price of an outstanding Award is reduced.  The Administrator will
determine the terms and conditions of any Exchange Program in its sole
discretion.

       

      (s)           “Fair Market Value”
means, as of any date, the value
of the Common Stock as the Administrator may determine in good faith by
reference to the closing price of such stock on any established stock exchange
or a national market system on the day of determination if the Common Stock is
so listed on any established stock exchange or a national market
system.  If the Common Stock is not listed on any established stock
exchange or a national market system, the value of the Common Stock will be
determined as the Administrator may determine in good faith.

       

      (t)           “Fiscal
Year” means the fiscal year
of the Company.

       

      (u)           “Incentive Stock
Option” means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.


      
        
           


        

        
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      (v)           “Nonstatutory Stock
Option” means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.

       

      (w)           “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.

       

      (x)           “Option” means a stock
option granted pursuant to Section 6 of the Plan.

       

      (y)           “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.

       

      (z)           “Participant” means the holder of an outstanding
Award.

       

      (aa)           “Performance Goals”
will have the meaning set forth in Section 11 of the Plan.

       

      (bb)           “Performance
Period” means any Fiscal
Year of the Company or such other period as determined by the Administrator in
its sole discretion.

       

      (cc)           “Performance
Share” means an Award
denominated in Shares which may be earned in whole or in part upon attainment of
Performance Goals or other vesting criteria as the Administrator may determine
pursuant to Section 10.

       

      (dd)           “Performance
Unit” means an Award which
may be earned in whole or in part upon attainment of Performance Goals or other
vesting criteria as the Administrator may determine and which may be settled for
cash, Shares or other securities or a combination of the foregoing pursuant to
Section 10.

       

      (ee)           “Period of
Restriction” means the
period during which the transfer of Shares of Restricted Stock are subject to
restrictions and therefore, the Shares are subject to a substantial risk of
forfeiture.  Such restrictions may be based on the passage of time,
the achievement of target levels of performance, or the occurrence of other
events as determined by the Administrator.

       

      (ff)           “Plan” means this 2008
Equity Incentive Plan.

       

      (gg)           “Restricted Stock”
means Shares issued pursuant to an
Award of Restricted Stock under Section 8 of the Plan, or issued pursuant
to the early exercise of an Option.

       

      (hh)           “Restricted
Stock Unit” means a
bookkeeping entry representing an amount equal to the Fair Market Value of one
Share, granted pursuant to Section 9.  Each Restricted Stock Unit
represents an unfunded and unsecured obligation of the
Company.

       

      (ii)           “Rule 16b-3” means
Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.

       

      (jj)           “Section 16(b)”
means Section 16(b) of the Exchange Act.

       

      (kk)           “Service Provider”
means an Employee, Director, or Consultant.


      
        
           


        

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

       

      (mm)      
“Stock Appreciation
Right” means an Award, granted alone or in connection with an Option,
that pursuant to Section 7 is designated as a Stock Appreciation
Right.

       

      (nn)           “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.

       

      3.           Stock Subject to the Plan.

       

      (a)           Subject
to the provisions of Section 14 of the Plan, the maximum aggregate number
of Shares that may be awarded and sold under the Plan is 4,000,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.

       

      (b)           Lapsed
Awards.  If an Award expires or becomes unexercisable without
having been exercised in full, or, with respect to Restricted Stock, Restricted
Stock Units, Performance Shares or Performance Units, is forfeited to or
repurchased by the Company, the unpurchased Shares (or for Awards other than
Options and Stock Appreciation Rights, the forfeited or repurchased Shares)
which were subject thereto will become available for future grant or sale under
the Plan (unless the Plan has terminated).  Upon exercise of a Stock Appreciation
Right settled in Shares, the gross number of Shares covered by the portion of
the Award so exercised will cease to be available under the
Plan.  Shares that have actually been issued under the Plan
under any Award will not be returned to the Plan and will not become available
for future distribution under the Plan; provided, however, that if unvested
Shares of Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units are repurchased by the Company or are forfeited to the
Company, such Shares will become available for future grant under the
Plan.  Shares used to pay the tax and/or exercise price of an Award
will become available for future grant or sale under the Plan.  To the
extent an Award under the Plan is paid out in cash rather than Shares, such cash
payment will not result in reducing the number of Shares available for issuance
under the Plan.  Notwithstanding the foregoing provisions
of this Section 3(b), subject to adjustment provided in
Section 14, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options will equal the aggregate Share number stated
in Section 3(a), plus, to the extent allowable under Section 422 of
the Code, any Shares that become available for issuance under the Plan under
this Section 3(b).

       

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

       

      4.           Administration of the
Plan.

       

      (a)           Procedure.

       

      
        	
                 
      

              	
                (i)

              	
                Multiple
      Administrative Bodies.  Different Committees with respect
      to different groups of Service Providers may administer the
      Plan.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Section 162(m).  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, the Plan will be administered
      by a Committee of two (2) or more “outside directors” within the meaning
      of Section 162(m) of the
Code.

              


      


      
        
           


        

        
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                (iii)

              	
                Rule
      16b-3.  To the extent desirable to qualify transactions
      hereunder as exempt under Rule 16b-3, the transactions contemplated
      hereunder will be structured to satisfy the requirements for exemption
      under Rule 16b-3.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Other
      Administration.  Other than as provided above, the Plan
      will be administered by (A) the Board or (B) a Committee, which
      committee will be constituted to satisfy Applicable
  Laws.

              


      

       

      (b)           Powers of the
Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator will have the authority, in its
discretion:

       

      
        	
                 
      

              	
                (i)

              	
                to
      determine the Fair Market Value;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      select the Service Providers to whom Awards may be granted
      hereunder;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan, of any Award granted
hereunder;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                to determine the terms and
      conditions of any and to institute an Exchange
    Program;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                to
      construe and interpret the terms of the Plan and Awards granted pursuant
      to the Plan;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of satisfying applicable foreign
laws;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                to
      modify or amend each Award (subject to Section 19(c) of the
      Plan);

              


      

       

      
        	
                 
      

              	
                               
      (viii)

              	
                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;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                to
      allow a Participant to defer the receipt of the payment of cash or the
      delivery of Shares that would otherwise be due to such Participant under
      an Award pursuant to such procedures as the Administrator may determine;
      and

              


      

       

      
        	
                 
      

              	
                (x)

              	
                to
      make all other determinations deemed necessary or advisable for
      administering the Plan.

              


      

       

      (c)           Effect of
Administrator’s Decision.  The Administrator’s decisions,
determinations, and interpretations will be final and binding on all
Participants and any other holders of Awards.


      
        
           


        

        
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      5.           Eligibility.  Nonstatutory
Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation
Rights, Performance Units, Performance Shares, and such other cash or stock
awards as the Administrator determines may be granted to Service
Providers.  Incentive Stock Options may be granted only to
Employees.

       

      6.           Stock
Options.

       

      (a)           Limitations.

       

      
        	
                 
      

              	
                (i)

              	
                Each
      Option will be designated in the Award Agreement as either an Incentive
      Stock Option or a Nonstatutory Stock Option.  However,
      notwithstanding such designation, 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 Participant during any calendar
      year (under all plans of the Company and any Parent or Subsidiary) exceeds
      $100,000 (U.S.), such Options will be treated as Nonstatutory Stock
      Options.  For purposes of this Section 6(a), Incentive
      Stock Options will be taken into account in the order in which they were
      granted.  The Fair Market Value of the Shares will be determined
      as of the time the Option with respect to such Shares is
      granted.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Administrator will have complete discretion to determine the number of
      Shares subject to an Option granted to any
  Participant.

              


      

       

      (b)           Term of
Option.  The Administrator will determine the term of each
Option in its sole discretion;
provided, however, that the term will be no more than ten (10) years from the
date of grant thereof.  Moreover, in the case of an Incentive
Stock Option granted to a Participant who, at the time the Incentive Stock
Option is granted, owns stock representing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Incentive Stock Option will be five (5) years from the date of
grant or such shorter term as may be provided in the Award
Agreement.

       

      (c)           Option Exercise Price and
Consideration.

       

      
        	
                 
      

              	
                (i)

              	
                Exercise
      Price.  The per share exercise price for the Shares to be
      issued pursuant to exercise of an Option will be determined by the
      Administrator, but will be
      no less than 100% of the Fair Market Value per Share on the date of
      grant.  In addition, in the case of an Incentive Stock
      Option granted to an Employee who, at the time the Incentive Stock Option
      is granted, owns stock representing more than 10% of the voting power of
      all classes of stock of the Company or any Parent or Subsidiary, the per
      Share exercise price will be no less than 110% of the Fair Market Value
      per Share on the date of grant.  Notwithstanding the foregoing
      provisions of this Section 6(c), Options may be granted with a per Share
      exercise price of less than 100% of the Fair Market Value per Share on the
      date of grant pursuant to a transaction described in, and in a manner
      consistent with, Section 424(a) of the
  Code.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Waiting Period and
      Exercise Dates.  At the time an Option is granted, the
      Administrator will fix the period within which the Option may be exercised
      and will determine any conditions that must be satisfied before the Option
      may be exercised.

              


      


      
        
           


        

        
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                (iii)

              	
                Form of
      Consideration.  The Administrator will determine the
      acceptable form(s) of consideration for exercising an Option, including
      the method of payment, to the extent permitted by Applicable
      Laws.

              


      

       

      (d)           Exercise of
Option.

       

      
        	
                 
      

              	
                (i)

              	
                Procedure for
      Exercise; Rights as a Stockholder.  Any Option granted
      hereunder will 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 Award Agreement.  An Option may not be
      exercised for a fraction of a
Share.

              


      

       

      An Option
will be deemed exercised when the Company receives: (i) notice of exercise
(in such form as the Administrator specifies from time to time) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with any applicable
withholding taxes).  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 14 of the Plan.

       

      
        	
                 
      

              	
                (ii)

              	
                Termination of
      Relationship as a Service Provider.  If a Participant
      ceases to be a Service Provider, other than upon the Participant’s
      termination as the result of the Participant’s death or Disability, the
      Participant may exercise his or her Option within thirty (30) days of
      termination, or such longer period of time as is specified in the Award
      Agreement to the extent that the Option is vested on the date of
      termination (but in no event later than the expiration of the term of such
      Option as set forth in the Award Agreement).  In the absence of
      a specified time in the Award Agreement, the Option will remain
      exercisable for three (3) months following the Participant’s
      termination.  Unless otherwise provided by the Administrator, if
      on the date of termination the Participant is not vested as to his or her
      entire Option, the Shares covered by the unvested portion of the Option
      will revert to the Plan.  If after termination the Participant
      does not exercise his or her Option within the time specified by the
      Administrator, the Option will terminate, and the Shares covered by such
      Option will revert to the Plan.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Disability of
      Participant.  If a Participant ceases to be a Service
      Provider as a result of the Participant’s Disability, the Participant may
      exercise his or her Option within six (6) months of termination, or such
      longer period of time as is specified in the Award Agreement to the extent
      the Option is vested on the date of termination (but in no event later
      than the expiration of the term of such Option as set forth in the Award
      Agreement).  In the absence of a specified time in the Award
      Agreement, the Option will remain exercisable for twelve (12) months
      following the Participant’s termination.  Unless otherwise
      provided by the Administrator, if on the date of termination the
      Participant is not vested as to his or her entire Option, the Shares
      covered by the unvested portion of the Option will revert to the
      Plan.  If after termination the Participant does not exercise
      his or her Option within the time specified herein, the Option will
      terminate, and the Shares covered by such Option will revert to the
      Plan.

              


      


      
        
           


        

        
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                (iv)

              	
                Death of
      Participant.  If a Participant dies while a Service
      Provider, the Option may be exercised within six (6) months following the
      Participant’s death, or within such longer period of time as is specified
      in the Award Agreement to the extent that the Option is vested on the date
      of death (but in no event may the option be exercised later than the
      expiration of the term of such Option as set forth in the Award
      Agreement), by the Participant’s designated beneficiary, provided such
      beneficiary has been designated prior to Participant’s death in a form
      acceptable to the Administrator.  If no such beneficiary has
      been designated by the Participant, then such Option may be exercised by
      the personal representative of the Participant’s estate or by the
      person(s) to whom the Option is transferred pursuant to the Participant’s
      will or in accordance with the laws of descent and
      distribution.  In the absence of a specified time in the Award
      Agreement, the Option will remain exercisable for twelve (12) months
      following Participant’s death.  Unless otherwise provided by the
      Administrator, if at the time of death Participant is not vested as to his
      or her entire Option, the Shares covered by the unvested portion of the
      Option will immediately revert to the Plan.  If the Option is
      not so exercised within the time specified herein, the Option will
      terminate, and the Shares covered by such Option will revert to the
      Plan.

              


      

       

      7.           Stock Appreciation
Rights.

       

      (a)           Grant of Stock Appreciation
Rights.  Subject to the terms and conditions of the Plan, a
Stock Appreciation Right may be granted to Service Providers at any time and
from time to time as will be determined by the Administrator, in its sole
discretion.

       

      (b)           Number of
Shares.  The Administrator will have complete discretion to
determine the number of Stock Appreciation Rights granted to any
Participant.

       

      (c)           Exercise Price and Other
Terms.  The Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of
Stock Appreciation Rights granted under the Plan, provided, however, that the exercise price will be not less than
100% of the Fair Market Value of a Share on the date of
grant.

       

      (d)           Stock Appreciation Right
Agreement.  Each Stock Appreciation Right grant will be
evidenced by an Award Agreement that will specify the exercise price, the term
of the Stock Appreciation Right, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.

       

      (e)           Expiration of Stock
Appreciation Rights.  A Stock Appreciation Right granted under
the Plan will expire upon the date determined by the Administrator, in its sole
discretion, and set forth in the Award Agreement; provided, however, that the term will
be no more than ten (10) years from the date of grant
thereof.  Notwithstanding the foregoing, the rules of
Section 6(d) also will apply to Stock Appreciation Rights.


      
        
           


        

        
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      (f)           Payment of Stock
Appreciation Right Amount.  Upon exercise of a Stock
Appreciation Right, a Participant will be entitled to receive payment from the
Company in an amount determined by multiplying:

       

      
        	
                 
      

              	
                (i)

              	
                The
      difference between the Fair Market Value of a Share on the date of
      exercise over the exercise price;
times

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      number of Shares with respect to which the Stock Appreciation Right is
      exercised.

              


      

       

      At the
discretion of the Administrator, the payment upon Stock Appreciation Right
exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.

       

      8.           Restricted
Stock.

       

      (a)           Grant of Restricted
Stock.  Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Shares of Restricted
Stock to Service Providers in such amounts as the Administrator, in its sole
discretion, will determine.

       

      (b)           Restricted Stock
Agreement.  Each Award of Restricted Stock will be evidenced by
an Award Agreement that will specify the Period of Restriction, the number of
Shares granted, and such other terms and conditions as the Administrator, in its
sole discretion, will determine.

       

      (c)           Transferability.  Except
as provided in this Section 8, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.

       

      (d)           Other
Restrictions.  The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

       

      (e)           Removal of
Restrictions.  Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan will be released from escrow as soon as practicable after the last day of
the Period of Restriction.  The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be
removed.

       

      (f)           Voting
Rights.  During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

       

      (g)           Dividends and Other
Distributions.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all
dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement.  If any such dividends or
distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.


      
        
           


        

        
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      (h)           Return of Restricted Stock
to Company.  On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed will revert to the
Company and again will become available for grant under the Plan.

       

      (i)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Restricted
Stock as “performance-based compensation” under Section 162(m) of the Code,
the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals will be set
by the Administrator on or before the Determination Date.  In granting
Restricted Stock which is intended to qualify under Section 162(m) of the
Code, the Administrator will follow any procedures determined by it from time to
time to be necessary or appropriate to ensure qualification of the Award under
Section 162(m) of the Code (e.g., in determining the Performance
Goals).

       

      9.           Restricted Stock
Units.

       

      (a)           Grant.  Restricted Stock Units may
be granted at any time and from time to time as determined by the
Administrator.  Each Restricted Stock Unit grant will be evidenced by
an Award Agreement that will specify such other terms and conditions as the
Administrator, in its sole discretion, will determine, including all terms,
conditions, and restrictions related to the grant, the number of Restricted
Stock Units and the form of payout, which, subject to Section 9(d), may be
left to the discretion of the Administrator.

       

      (b)           Vesting Criteria and Other
Terms.  The Administrator will set vesting criteria in its
discretion, which, depending on the extent to which the criteria are met, will
determine the number of Restricted Stock Units that will be paid out to the
Participant.  After the
grant of Restricted Stock Units, the Administrator, in its sole discretion, may
reduce or waive any restrictions for such Restricted Stock
Units.  Each Award of Restricted Stock Units will be evidenced
by an Award Agreement that will specify the vesting criteria, and such other
terms and conditions as the Administrator, in its sole discretion will
determine.  The
Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed.

       

      (c)           Earning
Restricted Stock Units.  Upon meeting the applicable
vesting criteria, the Participant will be entitled to receive a payout as
specified in the Award Agreement.

       

      (d)           Form and
Timing of Payment.  Payment of earned
Restricted Stock Units will be made as soon as practicable after the date(s) set
forth in the Award Agreement.  The Administrator, in its sole
discretion, may pay earned Restricted Stock Units in cash, Shares, or a
combination thereof.  Shares represented by Restricted Stock Units
that are fully paid in cash again will be available for grant under the
Plan.

       

      (e)           Cancellation.  On the date set forth in
the Award Agreement, all unearned Restricted Stock Units will be forfeited to
the Company.

       

      (f)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Restricted
Stock Units as “performance-based compensation” under Section 162(m) of the
Code, the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals will be set
by the Administrator on or before the Determination Date.  In granting
Restricted Stock Units which are intended to qualify under Section 162(m)
of the Code, the Administrator will follow any procedures determined by it from
time to time to be necessary or appropriate to ensure qualification of the Award
under Section 162(m) of the Code (e.g., in determining the Performance
Goals).


      
        
           


        

        
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      10.           Performance Units and
Performance Shares.

       

      (a)           Grant of Performance
Units/Shares.  Performance Units and Performance Shares may be
granted to Service Providers at any time and from time to time, as will be
determined by the Administrator, in its sole discretion.  The
Administrator will have complete discretion in determining the number of
Performance Units/Shares granted to each Participant.

       

      (b)           Value of Performance
Units/Shares.  Each Performance Unit will have an initial value
that is established by the Administrator on or before the date of
grant.  Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant.

       

      (c)           Performance Objectives and
Other Terms.  The Administrator will set performance objectives
or other vesting provisions.  The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.  Each
Award of Performance Units/Shares will be evidenced by an Award Agreement that
will specify the Performance Period, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

       

      (d)           Earning of Performance
Units/Shares.  After the applicable Performance Period has
ended, the holder of Performance Units/Shares will be entitled to receive a
payout of the number of Performance Units/Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which
the corresponding performance objectives or other vesting provisions have been
achieved.  After the
grant of a Performance Unit/Share, the Administrator, in its sole discretion,
may reduce or waive any performance objectives or other vesting provisions for
such Performance Unit/Share.

       

      (e)           Form and Timing of Payment
of Performance Units/Shares.  Payment of earned Performance
Units/Shares will be made as soon as practicable after the expiration of the
applicable Performance Period.  The Administrator, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in
Shares (which have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.

       

      (f)           Cancellation of Performance
Units/Shares.  On the date set forth in the Award Agreement,
all unearned or unvested Performance Units/Shares will be forfeited to the
Company, and again will be available for grant under the Plan.

       

      (g)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Performance
Units/Shares as “performance-based compensation” under Section 162(m) of
the Code, the Administrator, in its discretion, may set restrictions based upon
the achievement of Performance Goals.  The Performance Goals will be
set by the Administrator on or before the Determination Date.  In
granting Performance Units/Shares which are intended to qualify under
Section 162(m) of the Code, the Administrator will follow any procedures
determined by it from time to time to be necessary or appropriate to ensure
qualification of the Award under Section 162(m) of the Code (e.g., in
determining the Performance Goals).


      
        
           


        

        
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      11.           Performance-Based
Compensation Under Code Section 162(m).

       

      (a)           General.  If the Administrator, in
its discretion, decides to grant an Award intended to qualify as
“performance-based compensation” under Code Section 162(m), the provisions of
this Section 11 will control over any contrary provision in the Plan; provided,
however, that the Administrator may in its discretion grant Awards that are not
intended to qualify as “performance-based compensation” under Section 162(m) of
the Code to such Participants that are based on Performance Goals or other
specific criteria or goals but that do not satisfy the requirements of this
Section 11.

       

      (b)           Performance
Goals.  The granting and/or vesting of Awards of Restricted
Stock, Restricted Stock Units, Performance Shares and Performance Units and
other incentives under the Plan may be made subject to the attainment of
performance goals relating to one or more business criteria within the meaning
of Code Section 162(m) and may provide for a targeted level or levels of
achievement (“Performance Goals”)
including (i) earnings per
Share, (ii) operating cash flow, (iii) operating income,
(iv) profit after-tax, (v) profit before-tax, (vi) return on
assets, (vii) return on equity, (viii) return on sales, (ix) revenue,
and (x) total shareholder return.  Any Performance Goals
may be used to measure the performance of the Company as a whole or a business
unit of the Company and may be measured relative to a peer group or
index.  The Performance Goals may differ from Participant to
Participant and from Award to Award.  Prior to the Determination Date,
the Administrator will determine whether any significant element(s) will be
included in or excluded from the calculation of any Performance Goal with
respect to any Participant.

       

      (c)           Procedures.  To the extent necessary to
comply with the performance-based compensation provisions of Code Section
162(m), with respect to any Award granted subject to Performance Goals, within
the first twenty-five percent (25%) of the Performance Period, but in no event
more than ninety (90) days following the commencement of any Performance Period
(or such other time as may be required or permitted by Code Section 162(m)), the
Administrator will, in writing, (i) designate one or more Participants to whom
an Award will be made, (ii) select the Performance Goals applicable to the
Performance Period, (iii) establish the Performance Goals, and amounts of such
Awards, as applicable, which may be earned for such Performance Period, and
(iv) specify the relationship between Performance Goals and the amounts of
such Awards, as applicable, to be earned by each Participant for such
Performance Period.  Following the completion of each Performance
Period, the Administrator will certify in writing whether the applicable
Performance Goals have been achieved for such Performance Period.  In
determining the amounts earned by a Participant, the Administrator will have the
right to reduce or eliminate (but not to increase) the amount payable at a given
level of performance to take into account additional factors that the
Administrator may deem relevant to the assessment of individual or corporate
performance for the Performance Period.  A Participant will be
eligible to receive payment pursuant to an Award for a Performance Period only
if the Performance Goals for such period are achieved.

       

      (d)           Additional
Limitations.  Notwithstanding any other
provision of the Plan, any Award which is granted to a Participant and is
intended to constitute qualified performance based compensation under Code
Section 162(m) will be subject to any additional limitations set forth in the
Code (including any amendment to Section 162(m)) or any regulations and ruling
issued thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m) of the Code, and
the Plan will be deemed amended to the extent necessary to conform to such
requirements.


      
        
           


        

        
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      12.           Leaves of
Absence.  Unless
the Administrator provides otherwise, vesting of Awards granted hereunder will
be suspended during any unpaid leave of absence.  A Service Provider
will not cease to be an Employee in the case of (i) any leave of absence
approved by the Company, or (ii) transfers between locations of the Company
or between the Company, its Parent, or any Subsidiary.  For purposes
of Incentive Stock Options, no such leave may exceed three (3) months, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then six (6) months and one day
following the commencement of such leave any Incentive Stock Option held by the
Participant will cease to be treated as an Incentive Stock Option and will be
treated for tax purposes as a Nonstatutory Stock Option.

       

      13.           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 will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Participant, only by the
Participant.  If the Administrator makes an Award transferable, such
Award may only be transferred (i) by will, (ii) by the laws of descent and
distribution, (iii) to a revocable trust, or (iii) as permitted by Rule 701 of
the Securities Act of 1933, as amended.

       

      14.           Adjustments; Dissolution or
Liquidation; Merger or Change in Control.

       

      (a)           Adjustments.  In the event that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs,
the Administrator, in order to prevent diminution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, will adjust
the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Award, and
the numerical Share limits set forth in Sections 3, 6, 7, 8, 9, and 10.

       

      (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

       

      (c)           Change in
Control.  In the
event of a merger or Change in Control, each outstanding Award will be treated
as the Administrator determines, including, without limitation, that each Award
will be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation (the
“Successor
Corporation”).  The Administrator will
not be required to treat all Awards similarly in the
transaction.


      
        
           


        

        
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      In the event that the Successor
Corporation does not assume or substitute for the Award, the Participant will
fully vest in and have the right to exercise all of his or her outstanding
Options and Stock Appreciation Rights, including Shares as to which such Awards
would not otherwise be vested or exercisable, all restrictions on Restricted
Stock will lapse, and, with respect to Restricted Stock Units, Performance
Shares and Performance Units, all Performance Goals or other vesting criteria
will be deemed achieved at target levels and all other terms and conditions
met.  In addition, if an Option or Stock Appreciation Right is not
assumed or substituted for in the event of a Change in Control, the
Administrator will notify the Participant in writing or electronically that the
Option or Stock Appreciation Right will be fully vested and exercisable for a
period of time determined by the Administrator in its sole discretion, and the
Option or Stock Appreciation Right will terminate upon the expiration of such
period.

       

      For the purposes of this
subsection (c), an Award
will be considered assumed if, following the Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award
immediately prior to the Change in Control, the consideration (whether stock,
cash, or other securities or property) or, in the case of a Stock Appreciation
Right upon the exercise of which the Administrator determines to pay cash or a
Performance Share or Performance Unit which the Administrator can determine to
pay in cash, the fair market value of the consideration received in the merger
or Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the Change in Control 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 the exercise of
an Option or Stock Appreciation Right or upon the payout of a Performance Share
or Performance Unit, for each Share subject to such Award (or in the case of
Performance Units, the number of implied shares determined by dividing the value
of the Performance Units by the per share consideration received by holders of
Common Stock in the Change in Control), to be solely common stock of the
Successor Corporation equal in fair market value to the per share consideration
received by holders of Common Stock in the Change in
Control.

       

      Notwithstanding anything in this Section
14(c) to the contrary, an Award that vests, is earned or paid-out upon the
satisfaction of one or more Performance Goals will not be considered assumed if
the Company or its successor modifies any of such Performance Goals without the
Participant’s consent; provided, however, a modification to such Performance
Goals only to reflect the Successor Corporation’s post-Change in Control
corporate structure will not be deemed to invalidate an otherwise valid Award
assumption.

       

      15.           Tax
Withholding

       

      (a)           Withholding
Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company will have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

       

      (b)           Withholding
Arrangements.  The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to
time, may permit a Participant to satisfy such tax withholding obligation, in
whole or in part by (without limitation) (i) paying cash, (ii) electing to
have the Company withhold otherwise deliverable cash or Shares having a Fair
Market Value equal to the minimum amount required to be withheld, (iii)
delivering to the Company already-owned Shares having a Fair Market Value equal
to the amount required to be withheld, or (iv) selling a sufficient number
of Shares otherwise deliverable to the Participant through such means as the
Administrator may determine in its sole discretion (whether through a broker or
otherwise) equal to the amount required to be withheld.  The amount of
the withholding requirement will be deemed to include any amount which the
Administrator agrees may be withheld at the time the election is made, not to
exceed the amount determined by using the maximum federal, state or local
marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be
determined.  The Fair Market Value of the Shares to be withheld or
delivered will be determined as of the date that the taxes are required to be
withheld.


      
        
           


        

        
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      16.           No Effect on
Employment or Service.  Neither the Plan nor any
Award will confer upon a Participant any right with respect to continuing the
Participant’s relationship as a Service Provider with the Company, nor will they
interfere in any way with the Participant’s right or the Company’s right to
terminate such relationship at any time, with or without cause, to the extent
permitted by Applicable Laws.

       

      17.           Date of
Grant.  The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the
Administrator.  Notice of the determination will be provided to each
Participant within a reasonable time after the date of such grant.

       

      18.           Term of
Plan.  Subject to Section 22 of the Plan, the Plan
will become effective upon its adoption by the Board.  It will
continue in effect for a term of ten (10) years unless terminated earlier under
Section 19 of
the Plan

       

      19.           Amendment and Termination of
the Plan.

       

      (a)           Amendment and
Termination.  The Administrator may at any time amend, alter,
suspend or terminate the Plan.

       

      (b)           Stockholder
Approval.  The Company will obtain stockholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.

       

      (c)           Effect of Amendment or
Termination.  No amendment, alteration, suspension, or
termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will 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.

       

      20.           Conditions Upon Issuance of
Shares.

       

      (a)           Legal
Compliance.  Shares will not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares will comply with Applicable Laws and will be further subject to the
approval of counsel for the Company with respect to such
compliance.

       

       

      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

       

       

      (b)           Investment
Representations.  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

       

      21.           Inability to Obtain
Authority.  The inability of the Company 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, will relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority will not have
been obtained.

       

      22.           Stockholder
Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such stockholder approval will be obtained in the manner and
to the degree required under Applicable Laws.


      
        
           


        

        
          -17-