Leatt Corporation - Exhibit 4.1 - Filed by newsfilecorp.com






LEATT CORPORATION 
AMENDED AND RESTATED 2011 EQUITY
INCENTIVE PLAN 


	1. 	
      Purposes of the Plan. Leatt Corporation, a Nevada
      corporation (the “Company”) hereby establishes the LEATT
      CORPORATION AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN (the
      “Plan”). The purposes of this Plan are to attract and retain the
      best available personnel for positions of substantial responsibility, to
      provide additional incentive to Employees, Directors and Consultants, and
      to promote the long- term growth and profitability of the Company. The
      Plan permits the grant of Incentive Stock Options, Nonstatutory Stock
      Options, Restricted Stock, Restricted Stock Units, Stock Appreciation
      Rights, Performance Units and Performance Shares as the Administrator may
      determine.

	 	 
	2. 	
      Definitions. The following definitions will apply
      to the terms in the Plan:



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

            “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. 

            “Award”
means, individually or collectively, a grant under the Plan of Options, SARs,
Restricted Stock, Restricted Stock Units, Performance Units or Performance
Shares. 

            “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. 

            “Board”
means the Board of Directors of the Company. 

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

            (i)
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the Company's
then outstanding voting securities; provided however, that for purposes of this
subsection (i) any acquisition of securities directly from the Company shall not
constitute a Change in Control; or 

            (ii)
The consummation of the sale or disposition by the Company of all or
substantially all of the Company's assets; 

            (iii)
A change in the composition of the Board occurring within a two-year period, as
a result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or 

            (iv)
The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation. 

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            For
avoidance of doubt, a transaction will not constitute a Change in Control if:
(i) its sole purpose is the change the state of the Company’s incorporation, or
(ii) its sole purpose is to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction. 

            “Code”
means the Internal Revenue Code of 1986, as amended. Any reference in the Plan
to a section of the Code will be a reference to any successor or amended section
of the Code. 

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

            “Common
Stock” means the common stock of the Company. 

            “Company”
means Leatt Corporation, a Nevada corporation, or any successor thereto. 

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

            “Director”
means a member of the Board. 

            “Disability”
means total and permanent disability as determined by the Administrator in its
discretion in accordance with uniform and non-discriminatory standards adopted
by the Administrator from time to time. 

            “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary 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. 

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

            “Fair
Market Value” means, as of any date, the value of Common Stock determined as
follows: 

            (i)
If the Common Stock is listed on any established stock exchange or a national
market system, including without limitation any division or subdivision of the
Nasdaq Stock Market, its Fair Market Value will be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; 

            (ii)
If the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, including without limitation quotation through
the over the counter bulletin board (“OTCBB”) quotation service
administered by the Financial Industry Regulatory Authority (“FINRA”),
the Fair Market Value of a Share will be the mean between the high bid and low
asked prices for the Common Stock on the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable; or 

            (iii)
In the absence of an established market for the Common Stock, the Fair Market
Value will be determined in good faith by the Administrator, and to the extent
Section 15 applies (a) with respect to ISOs, the Fair Market Value shall be
determined in a manner consistent with Code section 422 or (b) with respect to
NSOs or SARs, the Fair Market Value shall be determined in a manner consistent
with Code section 409A. 

            “Fiscal
Year” means the fiscal year of the Company. 

            “Grant
Date” means, for all purposes, the date on which the Administrator
determines to grant an Award, or such other later date as is determined by the
Administrator, provided that the Administrator cannot grant an Award prior to
the date the material terms of the Award are established. Notice of the
Administrator’s determination to grant an Award will be provided to each
Participant within a reasonable time after the Grant Date. 

            “Incentive
Stock Option” or “ISO” 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. 

2 




            “Nonstatutory
Stock Option” or “NSO” means an Option that by its terms does not qualify or
is not intended to qualify as an ISO. 

            “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. 

           
“Option” means a stock option granted pursuant to the Plan. 

           
“Optioned Shares” means the Common Stock subject to an Option. 

           
“Optionee” means the holder of an outstanding Option. 

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

           
“Participant” means the holder of an outstanding Award. 

            “Performance
Share” means an Award denominated in Shares which may vest in whole or in
part upon attainment of performance goals or other vesting criteria as the
Administrator may determine pursuant to Section 10. 

            “Performance
Unit” means an Award which may vest 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. 

            “Period
of Restriction” means the period during which Shares of Restricted Stock are
subject to forfeiture or restrictions on transfer pursuant to Section 7.


           
“Plan” means this 2011 Equity Incentive Plan. 

            “Restricted
Stock” means Shares awarded to a Participant which are subject to forfeiture
and restrictions on transferability in accordance with Section 7. 

            “Restricted
Stock Unit” means the right to receive one Share at the end of a specified
period of time, which right is subject to forfeiture in accordance with
Section 8 of the Plan. 

           
“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3. 

           
“Section” means a paragraph or section of this Plan. 

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

           
“Service” shall mean service as an Employee, Director or Consultant. 

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

           
“Share” means a share of the Common Stock, as adjusted in accordance with
Section 13. 

            “Stock
Appreciation Right” or “SAR” means the right to receive payment from
the Company in an amount no greater than the excess of the Fair Market Value of
a Share at the date the SAR is exercised over a specified price fixed by the
Administrator in the Award Agreement, which shall not be less than the Fair
Market Value of a Share on the Grant Date. In the case of a SAR which is granted
in connection with an Option, the specified price shall be the Option exercise
price. 

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

           
“Ten Percent Owner” means any Service Provider who is, on the grant date
of an ISO, the owner of Shares (determined 

3 





		
      with application of ownership attribution rules of Code
      Section 424(d)) possessing more than 10% of the total combined voting
      power of all classes of stock of the Company or any of its
      Subsidiaries.

	 	 	 
	3. 	
      Stock Subject to the Plan.

	 	 	 
		a. 	
      Stock Subject to the Plan. Subject to the
      provisions of Section 13, the maximum aggregate number of Shares
      that may be issued under the Plan is Four Hundred and Sixty Thousand
      (460,000) 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 in whole or in part to the Company, the
      unpurchased Shares (or for Awards other than Options and SARs, the
      forfeited or unissued Shares) which were subject to the Award will become
      available for future grant or sale under the Plan (unless the Plan has
      terminated). With respect to SARs, only Shares actually issued pursuant to
      a SAR will cease to be available under the Plan; all remaining Shares
      subject to the SARs will remain available for future grant or sale under
      the Plan (unless the Plan has terminated). 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 Shares issued pursuant to Awards of Restricted
      Stock, Restricted Stock Units, Performance Shares or Performance Units are
      forfeited to the Company, such Shares will become available for future
      grant under the Plan. Shares withheld by the Company to pay the exercise
      price of an Award or to satisfy tax withholding obligations with respect
      to 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.

	 	 	 
		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. The Plan shall be administered by the
      Board or a Committee (or Committees) appointed by the Board, which
      Committee shall be constituted to comply with Applicable Laws. If and so
      long as the Common Stock is registered under Section 12(b) or 12(g) of the
      Exchange Act, the Board shall consider in selecting the Administrator and
      the membership of any committee acting as Administrator the requirements
      regarding: (i) “nonemployee directors” within the meaning of Rule 16b -3
      under the Exchange Act; (ii) “independent directors” as described in the
      listing requirements for any stock exchange on which Shares are listed;
      and (iii) Section 15(b)(i) of the Plan, if the Company pays
      salaries for which it claims deductions that are subject to the Code
      section 162(m) limitation on its U.S. tax returns. The Board may delegate
      the responsibility for administering the Plan with respect to designated
      classes of eligible Participants to different committees consisting of two
      or more members of the Board, subject to such limitations as the Board or
      the Administrator deems appropriate. Committee members shall serve for
      such term as the Board may determine, subject to removal by the Board at
      any time.

	 	 	 
		b. 	
      Powers of the Administrator. Subject to the
      provisions of the Plan and the approval of any relevant authorities, 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
number of Shares to be covered by each Award granted hereunder; 

iv.        to approve forms of
agreement for use under the Plan; 

v.        to determine the
terms and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Awards may be exercised (which may be
based on continued employment, continued service or performance criteria), any
vesting acceleration (whether by reason of a Change of Control or otherwise) or
waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, will determine; 

4 




vi.        to construe and
interpret the terms of the Plan and Awards granted pursuant to the Plan,
including the right to construe disputed or doubtful Plan and Award provisions;


vii.       to prescribe, amend
and rescind rules and regulations relating to the Plan; 

viii.      to
modify or amend each Award (subject to Section 19(c)) to the extent any
modification or amendment is consistent with the terms of the Plan. The
Administrator shall have the discretion to extend the exercise period of Options
generally provided the exercise period is not extended beyond the earlier of the
original term of the Option or 10 years from the original grant date, or
specifically (1) if the exercise period of an Option is extended (but to no more
than 10 years from the original grant date) at a time when the exercise price
equals or exceeds the fair market value of the Optioned Shares or (2) an Option
cannot be exercised because such exercise would violate Applicable Laws,
provided that the exercise period is not extended more than 30 days after the
exercise of the Option would no longer violate Applicable Laws. 

ix.         to allow
Participants to satisfy withholding tax obligations in such manner as prescribed
in Section 14; 

x.          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; 

xi.         to delay
issuance of Shares or suspend Participant’s right to exercise an Award as deemed
necessary to comply with Applicable Laws; and 

xii.        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. Any decision or action taken or to be taken by the
Administrator, arising out of or in connection with the construction,
administration, interpretation and effect of the Plan and of its rules and
regulations, shall, to the maximum extent permitted by Applicable Laws, be
within its absolute discretion (except as otherwise specifically provided in the
Plan) and shall be final, binding and conclusive upon the Company, all
Participants and any person claiming under or through any Participant. 

	 	 	
       


	5. 	
      Eligibility. NSOs, Restricted Stock, Restricted
      Stock Units, SARs, Performance Units and Performance Shares may be granted
      to Service Providers. ISOs may be granted as specified in Section
      15(a).

	 	 
	6. 	
      Stock Options.



a.        Grant of
Options. Subject to the terms and conditions of the Plan, the Administrator,
at any time and from time to time, may grant Options to Service Providers in
such amounts as the Administrator will determine in its sole discretion. For
purposes of the foregoing sentence, Service Providers shall include prospective
employees or consultants to whom Options are granted in connection with written
offers of employment or engagement of services, respectively, with the Company;
provided that no Option granted to a prospective employee or consultant may be
exercised prior to the commencement of employment or services with the Company.
The Administrator may grant NSOs, ISOs, or any combination of the two. ISOs
shall be granted in accordance with Section 15(a) of the Plan. 

b.        Option Award
Agreement. Each Option shall be evidenced by an Award Agreement that shall
specify the type of Option granted, the Option price, the exercise date, the
term of the Option, the number of Shares to which the Option pertains, and such
other terms and conditions (which need not be identical among Participants) as
the Administrator shall determine in its sole discretion. If the Award Agreement
does not specify that the Option is to be treated as an ISO, the Option shall be
deemed a NSO. 

c.        Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option will be no less than the Fair Market Value per Share on
the Grant Date. 

d.        Term of
Options. The term of each Option will be stated in the Award Agreement.
Unless terminated sooner in accordance with the remaining provisions of this
Section 6, each Option shall expire either ten (10) years after the Grant Date,
or after a shorter term as may be fixed by the Board. Each Award Agreement shall
set forth the extent to which the Option may be exercised following termination of
Service. Each Award Agreement shall provide the holder with the right to
exercise the Option following the Service Provider’s termination of Service
during the Option term, to the extent the Option was exercisable for vested
Shares upon termination of Service, for at least thirty (30) days if termination
of Service is due to any reason other than cause (as defined for this purpose by
applicable law, the terms of the Award Agreement or a contract of employment),
death or Disability, and for at least six (6) months after termination of
Service if due to death or Disability (but in no event later than the expiration
of the Option term). If Service is terminated for cause, the Award Agreement may
provide that the right to exercise the Option terminates immediately on the
effective date of termination of Service. To the extent the Option was not
exercisable for vested Shares upon termination of Service, the Option shall
terminate on the date of termination of Service. Subject to the foregoing, such
provisions shall be determined in the sole discretion of the Administrator, need
not be uniform among all Options issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of Service. 

5 




e.        Time and Form of
Payment. 

i.         
Exercise Date. Each Award Agreement shall specify how and when Shares
covered by an Option may be purchased. The Award Agreement may specify waiting
periods, the dates on which Options become exercisable or “vested” and, subject
to the termination provisions of this section, exercise periods. The
Administrator may accelerate the exercisability of any Option or portion
thereof. 

ii.         Exercise of
Option. 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: (1) notice of exercise (in such form as the Administrator
specify from time to time) from the person entitled to exercise the Option, and
(2) full payment for the Shares with respect to which the Option is exercised
(together with all applicable withholding taxes). Full payment may consist of
any consideration and method of payment authorized by the Administrator and
permitted by the Award Agreement and the Plan (together with all applicable
withholding taxes). Shares issued upon exercise of an Option will be issued in
the name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder will exist with respect to the Optioned Shares, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. 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 13. 

iii.        Payment. The
Administrator will determine the acceptable form of consideration for exercising
an Option, including the method of payment. Such consideration may consist
entirely of: 

(1)    
 cash; 

(2)     
check; 

(3)      to
the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a
promissory note; 

(4)    
 other Shares, provided Shares have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option will be exercised; 

(5)      to
the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, in
accordance with any broker-assisted cashless exercise procedures approved by the
Company and as in effect from time to time; 

(6)      by
asking the Company to withhold Shares from the total Shares to be delivered upon
exercise equal to the number of Shares having a value equal to the aggregate
Exercise Price of the Shares being acquired; 

(7)      any
combination of the foregoing methods of payment; or 

(8)      such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws. 

6 




f.       
Forfeiture of Options. All unexercised Options shall be forfeited to the
Company in accordance with the terms and conditions set forth in the Award
Agreement and again will become available for grant under the Plan. 

	7. 	
      Restricted Stock.



a.        Grant of
Restricted Stock. Subject to the terms and conditions 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 will determine
in its sole discretion. 

b.        Restricted Stock
Award 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 (which need not be identical
among Participants) as the Administrator will determine in its sole discretion.
Unless the Administrator determines otherwise, the Company as escrow agent will
hold Shares of Restricted Stock until the restrictions on such Shares have
lapsed. 

c.        Vesting Conditions
and Other Terms. 

i.         Vesting
Conditions. The Administrator, in its sole discretion, may impose such
conditions on the vesting of Shares of Restricted Stock as it may deem advisable
or appropriate, including but not limited to, achievement of Company- wide,
business unit, or individual goals (including, but not limited to, continued
employment or service), or any other basis determined by the Administrator in
its discretion. The Administrator, in its discretion, may accelerate the time at
which any restrictions will lapse or be removed. The Administrator may, in its
discretion, also provide for such complete or partial exceptions to an
employment or service restriction as it deems equitable. 

ii.        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. 

iii.       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 the Administrator
determines otherwise. 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. 

iv.       Transferability.
Except as provided in this Section, 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.        Removal of
Restrictions. All restrictions imposed on Shares of Restricted Stock shall
lapse and the Period of Restriction shall end upon the satisfaction of the
vesting conditions imposed by the Administrator. Vested Shares of Restricted
Stock will be released from escrow as soon as practicable after the last day of
the Period of Restriction or at such other time as the Administrator may
determine, but in no event later than the 15th day of the third month
following the end of the year in which vesting occurred. 

e.        Forfeiture of
Restricted Stock. On the date set forth in the Award Agreement, the Shares
of Restricted Stock for which restrictions have not lapsed will be forfeited and
revert to the Company and again will become available for grant under the Plan.


	8. 	
      Restricted Stock Units.



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

b.        Restricted Stock
Units Award Agreement. Each Award of Restricted Stock Units will be
evidenced by an Award Agreement that will specify the number of Restricted Stock
Units granted, vesting criteria, form of payout, and such other terms and
conditions (which need not be identical among Participants) as the Administrator
will determine in its sole discretion. 

7 




c.        Vesting
Conditions. The Administrator shall 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. 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 service), or any other basis determined by the
Administrator in its discretion. At any time after the grant of Restricted Stock
Units, the Administrator, in its sole discretion, may reduce or waive any
vesting criteria that must be met to receive a payout. 

d.        Time and Form of
Payment. Upon satisfaction of the applicable vesting conditions, payment of
vested Restricted Stock Units shall occur in the manner and at the time provided
in the Award Agreement, but in no event later than the 15th day of
the third month following the end of the year in which vesting occurred. Except
as otherwise provided in the Award Agreement, Restricted Stock Units may be paid
in cash, Shares, or a combination thereof at the sole discretion of the
Administrator. Restricted Stock Units that are fully paid in cash will not
reduce the number of Shares available for issuance under the Plan. 

e.        Forfeiture of
Restricted Stock Units. All unvested Restricted Stock Units shall be
forfeited to the Company on the date set forth in the Award Agreement and again
will become available for grant under the Plan. 

	9. 	
      Stock Appreciation Rights.



a.        Grant of SARs.
Subject to the terms and conditions of the Plan, the Administrator, at any time
and from time to time, may grant SARs to Service Providers in such amounts as
the Administrator will determine in its sole discretion. 

b.        Award
Agreement. Each SAR grant will be evidenced by an Award Agreement that will
specify the exercise price, the number of Shares underlying the SAR grant, the
term of the SAR, the conditions of exercise, and such other terms and conditions
(which need not be identical among Participants) as the Administrator will
determine in its sole discretion. 

c.        Exercise Price and
Other Terms. The per Share exercise price for the exercise of an SAR will be
no less than the Fair Market Value per Share on the Grant Date. 

d.        Term of SARs. The
term of each SAR will be stated in the Award Agreement. Unless terminated sooner
in accordance with the remaining provisions of this Section 9, each SAR shall
expire either ten (10) years after the Grant Date, or after a shorter term as
may be fixed by the Board. Each Award Agreement shall set forth the extent to
which the SAR may be exercised following termination of Service. Each Award
Agreement shall provide the holder with the right to exercise the SAR following
the Service Provider’s termination of Service during the SAR term, to the extent
the SAR was vested upon termination of Service, for at least thirty (30) days if
termination of Service is due to any reason other than cause (as defined for
this purpose by applicable law, the terms of the Award Agreement or a contract
of employment), death or Disability, and for at least six (6) months after
termination of Service if due to death or Disability (but in no event later than
the expiration of the SAR term). If Service is terminated for cause, the Award
Agreement may provide that the right to exercise the SAR terminates immediately
on the effective date of termination of Service. To the extent the SAR was not
vested upon termination of Service, the SAR shall terminate on the date of
termination of Service. Subject to the foregoing, such provisions shall be
determined in the sole discretion of the Administrator, need not be uniform
among all SARs issued pursuant to the Plan, and may reflect distinctions based
on the reasons for termination of Service. 

e.        Time and Form of
Payment of SAR Amount. Upon exercise of a SAR, a Participant will be entitled to
receive payment from the Company in an amount no greater than: (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
SAR is exercised. An Award Agreement may provide for a SAR to be paid in cash,
Shares of equivalent value, or a combination thereof. 

f.        Forfeiture of SARs.
All unexercised SARs shall be forfeited to the Company in accordance with the
terms and conditions set forth in the Award Agreement and again will become
available for grant under the Plan. 

	10. 	
      Performance Units and Performance
  Shares.



a.        Grant of
Performance Units and Performance Shares. Performance Units or 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 and Performance Shares granted to each Participant. 

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b.        Award
Agreement. Each Award of Performance Units and Shares will be evidenced by
an Award Agreement that will specify the initial value, the Performance Period,
the number of Performance Units or Performance Shares granted, and such other
terms and conditions (which need not be identical among Participants) as the
Administrator will determine in its sole discretion. 

c.        Value of
Performance Units and Performance Shares. Each Performance Unit will have an
initial value that is established by the Administrator on or before the Grant
Date. Each Performance Share will have an initial value equal to the Fair Market
Value of a Share on the Grant Date. 

d.        Vesting Conditions
and Performance Period. The Administrator will set performance objectives or
other vesting provisions (including, without limitation, continued status as a
Service Provider) in its discretion which, depending on the extent to which they
are met, will determine the number or value of Performance Units or Performance
Shares that will be paid out to the Service Providers. The time period during
which the performance objectives or other vesting provisions must be met will be
called the “Performance Period.” The Administrator may set performance
objectives based upon the achievement of Company-wide, divisional, or individual
goals or any other basis determined by the Administrator in its discretion. 

e.        Time and Form of
Payment. After the applicable Performance Period has ended, the holder of
Performance Units or Performance Shares will be entitled to receive a payout of
the number of vested Performance Units or Performance Shares 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. Vested Performance Units or Performance Shares will be paid as
soon as practicable after the expiration of the applicable Performance Period,
but in no event later than the 15th day of the third month following
the end of the year the applicable Performance Period expired. An Award
Agreement may provide for the satisfaction of Performance Unit or Performance
Share Awards in cash or Shares (which have an aggregate Fair Market Value equal
to the value of the vested Performance Units or Performance Shares at the close
of the applicable Performance Period) or in a combination thereof. 

f.        Forfeiture of
Performance Units and Performance Shares. All unvested Performance Units or
Performance Shares will be forfeited to the Company on the date set forth in the
Award Agreement, and again will become available for grant under the Plan. 

	11. 	
      Leaves of Absence/Transfer Between Locations.
      Unless the Administrator provides otherwise or as required by Applicable
      Laws, vesting of Awards will be suspended during any unpaid leave of
      absence. An Employee 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.

	 	 
	12. 	
      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
      will contain such additional terms and conditions as the Administrator
      deems appropriate, and transfers will be permitted only to a revocable
      trust or to one or more family members or a trust established for the
      benefit of the Participant and/or one or more family members to the extent
      permitted by Rule 701 of the Securities Act.

	 	 
	13. 	
      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, shall appropriately 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. 

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. 

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c.        Change in
Control. In the event of a merger or Change in Control, any or all
outstanding Awards may be assumed by the successor corporation, which assumption
shall be binding on all Participants. In the alternative, the successor
corporation may substitute equivalent Awards (after taking into account the
existing provisions of the Awards). The successor corporation may also issue, in
place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to vesting requirements
and repurchase restrictions no less favorable to the Participant than those in
effect prior to the merger or Change in Control. 

     In the
event that the successor corporation does not assume or substitute for the
Award, unless the Administrator provides otherwise, the Participant will fully
vest in and have the right to exercise all of his or her outstanding Options and
SARs, including Shares as to which such Awards would not otherwise be vested or
exercisable, all restrictions on Restricted Stock and Restricted Stock Units
will lapse, and, with respect to 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 SAR
is not assumed or substituted in the event of a Change in Control, the
Administrator will notify the Participant in writing or electronically that the
Option or SAR will be exercisable for a period of time determined by the
Administrator in its sole discretion, and the Option or SAR will terminate upon
the expiration of such period. 

     For the
purposes of this Section 13(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 SAR 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 or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of an Option or SAR or upon the payout of a
Restricted Stock Unit, Performance Share or Performance Unit, for each Share
subject to such Award (or in the case of Restricted Stock Units and Performance
Units, the number of implied shares determined by dividing the value of the
Restricted Stock Units and Performance Units, as applicable, 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 or its Parent 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 13(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. 

	14. 	
      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 required by
Applicable Laws 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 Shares having a Fair Market Value equal to the amount
required to be withheld, or (iii) delivering to the Company already-owned Shares
having a Fair Market Value 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. 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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	15. 	
      Provisions Applicable In the Event the Company or the
      Service Provider is Subject to U.S. Taxation.

	 	 	 
		a. 	
      Grant of Incentive Stock Options. If the
      Administrator grants Options to Employees subject to U.S. taxation, the
      Administrator may grant such Employee an ISO and the following terms shall
      also apply:



i.        
 Maximum Amount. Subject to the provisions of Section 13, to
the extent consistent with Section 422 of the Code, not more than an aggregate
of Four Hundred and Sixty Thousand (460,000) Shares may be issued as ISOs under
the Plan. 

ii.         General
Rule. Only Employees shall be eligible for the grant of ISOs. 

iii.        Continuous
Employment. The Optionee must remain in the continuous employ of the Company
or its Subsidiaries from the date the ISO is granted until not more than three
months before the date on which it is exercised. A leave of absence approved by
the Company may exceed ninety (90) days if 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 three (3)
months following the ninety-first (91st) day of such leave any ISO held by the
Optionee will cease to be treated as an ISO. 

iv.        Award
Agreement. 

(1)      The
Administrator shall designate Options granted as ISOs in the Award Agreement.
Notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which ISOs are exercisable for the first
time by the Optionee during any calendar year (under all plans of the Company
and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000),
Options will not qualify as an ISO. For purposes of this section, ISOs 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. 

(2)      The
Award Agreement shall specify the term of the ISO. The term shall not exceed ten
(10) years from the Grant Date or five (5) years from the Grant Date for Ten
Percent Owners. 

(3)      The
Award Agreement shall specify an exercise price of not less than the Fair Market
Value per Share on the Grant Date or one hundred ten percent (110%) of the Fair
Market Value per Share on the Grant Date for Ten Percent Owners. 

(4)      The
Award Agreement shall specify that an ISO is not transferable except by will,
beneficiary designation or the laws of descent and distribution. 

v.          Form
of Payment. The consideration to be paid for the Shares to be issued upon
exercise of an ISO, including the method of payment, shall be determined by the
Administrator at the time of grant in accordance with Section 6(e)(iii).


vi.        
“Disability”, for purposes of an ISO, means total and permanent
disability as defined in Section 22(e)(3) of the Code. 

vii.        Notice. In
the event of any disposition of the Shares acquired pursuant to the exercise of
an ISO within two years from the Grant Date or one year from the exercise date,
the Optionee will notify the Company thereof in writing within thirty (30) days
after such disposition. In addition, the Optionee shall provide the Company with
such information as the Company shall reasonably request in connection with
determining the amount and character of Optionee’s income, the Company’s
deduction, and the Company’s obligation to withhold taxes or other amounts
incurred by reason of a disqualifying disposition, including the amount thereof.


	 	b. 	
      Performance-based Compensation. If the Company
      pays salaries for which it claims deductions that are subject to the Code
      Section 162(m) limitation on its U.S. tax returns, then the following
      terms shall be applied in a manner consistent with the requirements of,
      and only to the extent required for compliance with, the exclusion from
      the limitation on deductibility of compensation under Code Section
      162(m):



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i.         
Outside Directors. The Board shall consider in selecting the
Administrator and the membership of any committee acting as Administrator the
provisions regarding “outside directors” within the meaning of Code Section
162(m). 

ii.        Maximum
Amount. 

(1)     
Subject to the provisions of Section 13, the maximum number of Shares
that can be awarded to any individual Participant in the aggregate in any one
fiscal year of the Company is Seventy-Eight Thousand (78,000) Shares; 

(2)      For
Awards denominated in Shares and satisfied in cash, the maximum Award to any
individual Participant in the aggregate in any one fiscal year of the Company is
the Fair Market Value of Seventy-Eight Thousand (78,000) Shares on the Grant
Date; and 

(3)      The
maximum amount payable pursuant to any cash Awards to any individual Participant
in the aggregate in any one fiscal year of the Company is the Fair Market Value
of Seventy-Eight Thousand (78,000) Shares on the Grant Date. 

iii.        Performance
Criteria. All performance criteria must be objective and be established in
writing prior to the beginning of the performance period or at later time as
permitted by Code Section 162(m). Performance criteria may include alternative
and multiple performance goals and may be based on one or more business and/or
financial criteria. In establishing the performance goals, the Committee in its
discretion may include one or any combination of the following criteria in
either absolute or relative terms, for the Company or any Subsidiary: 

	 	(1) 	
      Increased revenue;

	 	 	 
	 	(2) 	
      Net income measures (including but not limited to income
      after capital costs and income before or after taxes);

	 	 	 
	 	(3) 	
      Stock price measures (including but not limited to growth
      measures and total stockholder return);

	 	 	 
	 	(4) 	
      Market share;

	 	 	 
	 	(5) 	
      Earnings per Share (actual or targeted growth);

	 	 	 
	 	(6) 	
      Earnings before interest, taxes, depreciation, and
      amortization (“EBITDA”);

	 	 	 
	 	(7) 	
      Cash flow measures (including but not limited to net cash
      flow and net cash flow before financing activities);

	 	 	 
	 	(8) 	
      Return measures (including but not limited to return on
      equity, return on average assets, return on capital, risk-adjusted return
      on capital, return on investors’ capital and return on average
    equity);

	 	 	 
	 	(9) 	
      Operating measures (including operating income, funds
      from operations, cash from operations, after-tax operating income, sales
      volumes, production volumes, and production efficiency);

	 	 	 
	 	(10) 	
      Expense measures (including but not limited to overhead
      cost and general and administrative expense);

	 	 	 
	 	(11) 	
      Margins;

	 	 	 
	 	(12) 	
      Stockholder value;

	 	 	 
	 	(13) 	
      Total stockholder return;

	 	 	 
	 	(14) 	
      Proceeds from dispositions;



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	 	(15) 	
      Production volumes;

	 	 	 
	 	(16) 	
      Total market value; and

	 	 	 
	 	(17) 	
      Corporate values measures (including but not limited to
      ethics compliance, environmental, and safety).




	 	c. 	
      Stock Options and SARs Exempt from Code section
      409A. If the Administrator grants Options or SARs to Employees subject
      to U.S. taxation the Administrator may not modify or amend the Options or
      SARs to the extent that the modification or amendment adds a feature
      allowing for additional deferral within the meaning of Code section
      409A.




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

	 	 
	17. 	
      Effective Date. The Plan’s effective date is the
      date on which it is adopted by the Board, so long as it is approved by the
      Company’s stockholders at any time within twelve (12) months of such
      adoption. Upon approval of the Plan by the stockholders of the Company,
      all Awards issued pursuant to the Plan on or after the Effective Date
      shall be fully effective as if the stockholders of the Company had
      approved the Plan on the Effective Date. If the stockholders fail to
      approve the Plan within one year after the Effective Date, any Awards made
      hereunder shall be null and void and of no effect.

	 	 
	18. 	
      Term of Plan. The Plan will terminate 10 years
      following the earlier of (i) the date it was adopted by the Board or (ii)
      the date it became effective upon approval by stockholders of the Company,
      unless sooner terminated by the Board pursuant to Section
  19.

	 	 
	19. 	
      Amendment and Termination of the
  Plan.



a.        Amendment and
Termination. The Board 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. The Administrator may delay or suspend the issuance and delivery
of Shares, suspend the exercise of Options or SARs, or suspend the Plan as
necessary to comply Applicable Laws. 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. 

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.



13 





	22. 	
      Repricing Prohibited; Exchange And Buyout of
      Awards. The repricing of Options or SARs is prohibited without prior
      stockholder approval. The Administrator may authorize the Company, with
      prior stockholder approval and the consent of the respective Participants,
      to issue new Option or SAR Awards in exchange for the surrender and
      cancellation of any or all outstanding Awards. The Administrator may at
      any time repurchase Options with payment in cash, Shares or other
      consideration, based on such terms and conditions as the Administrator and
      the Participant shall agree.

	 	 
	23. 	
      Substitution and Assumption of Awards. The
      Administrator may make Awards under the Plan by assumption, substitution
      or replacement of performance shares, phantom shares, stock awards, stock
      options, stock appreciation rights or similar awards granted by another
      entity (including an Parent or Subsidiary), if such assumption,
      substitution or replacement is connection with an asset acquisition, stock
      acquisition, merger, consolidation or similar transaction involving the
      Company (and/or its Parent or Subsidiary) and such other entity (and/or
      its affiliate). The Administrator may also make Awards under the Plan by
      assumption, substitution or replacement of a similar type of award granted
      by the Company prior to the adoption and approval of the Plan.
      Notwithstanding any provision of the Plan (other than the maximum number
      of shares of Common Stock that may be issued under the Plan), the terms of
      such assumed, substituted or replaced Awards shall be as the
      Administrator, in its discretion, determines is appropriate.

	 	 
	24. 	
      Governing Law. The Plan and all Agreements shall
      be construed in accordance with and governed by the laws of the State of
      Nevada.



Adopted by the Board of Directors on May 23, 2013 

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