Unassociated Document


    Exhibit
      4.1

     

    


     

    MRU
      HOLDINGS, INC.

     

    AMENDED
      AND RESTATED 2004 INCENTIVE PLAN

     

    Amended
      and Restated as of May 14, 2007

     

    1. PURPOSE.
      The purpose of this MRU Holdings, Inc. Amended and Restated 2004 Incentive
      Plan
      (the “Plan”) is to further the long-term stability and financial success of MRU
      Holdings, Inc. (“MRU”) and its Subsidiaries by rewarding selected meritorious
      employees and directors of MRU, where, in the opinion of management of MRU,
      such
      grants are in the best interests, and further the business of, MRU and its
      Subsidiaries. The Board of Directors believes that such awards will provide
      incentives for employees and directors to remain with MRU, will encourage
      continued work of superior quality and will further the identification of those
      employees’ and directors’ interests with those of MRU’s
      stockholders.

     

    2. DEFINITIONS.
      As used in the Plan, the following terms have the meanings
      indicated:

     

    (a) “Applicable
      Withholding Taxes”
means
      the aggregate minimum amount of federal, state, local and foreign income,
      payroll and other taxes that an Employer is required to withhold in connection
      with any Incentive Award.

     

    (b) “Beneficiary”
means
      the person or entity designated by the Participant, in a form approved by MRU,
      to exercise the Participant’s rights with respect to an Incentive Award or
      receive payment under an Incentive Award after the Participant’s
      death.

     

    (c) “Board”
means
      the Board of Directors of MRU.

     

    (d) “Cause”
shall
      have the same meaning given to such term (or other term of similar meaning)
      in
      any written employment or other similar agreement between the Participant and
      MRU or a Subsidiary for purposes of termination of employment under such
      agreement, and in the absence of any such agreement or if such agreement does
      not include a definition of “Cause” (or other term of similar meaning), the term
“Cause” shall mean (i) any material breach by the Participant of any agreement
      to which the Participant and MRU are both parties, (ii) any act or omission
      to
      act by the Participant which may have a material and adverse effect on MRU’s
      business or on the Participant’s ability to perform services for MRU, including,
      without limitation, the commission of any crime (other than minor traffic
      violations), or (iii) any material misconduct or material neglect of duties
      by
      the Participant in connection with the business or affairs of MRU or a
      Subsidiary or affiliate of MRU.

     

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

     

    
      	 	
              (i)

            	
              Stock
                Acquisition.
                The acquisition by any individual, entity or group, within the meaning
                of
                Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
                as
                amended (the “Exchange Act”), (a “Person”) of beneficial ownership (within
                the meaning of Rule 13d-3 promulgated under the Exchange Act) of
                40
                percent or more of either (A) the then outstanding shares of common
                stock
                of MRU (the “Outstanding Company Common Stock”), or (B) the combined
                voting power of the then outstanding voting securities of MRU entitled
                to
                vote generally in the election of directors (the “Outstanding Company
                Voting Securities”); provided, however, that for purposes of this
                subsection (i) the following acquisitions shall not constitute a
                change in
                control: (A) any acquisition directly from MRU; (B) any acquisition
                by
                MRU; or (C) any acquisition by any employee benefit plan (or related
                trust) sponsored or maintained by MRU or any corporation controlled
                by
                MRU; or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Board
                Composition.
                Individuals who, as of the date hereof, constitute the Board (the
                “Incumbent Board”) cease for any reason to constitute at least a majority
                of the Board; provided, however, that any individual becoming a director
                subsequent to the date hereof whose election or nomination for election
                by
                MRU shareholders was approved by a vote of at least a majority of
                the
                directors then comprising the Incumbent Board shall be considered
                as
                though such individual were a member of the Incumbent Board, but
                excluding, for this purpose, any such individuals whose initial assumption
                of office occurs as a result of an actual or threatened election
                contest
                with respect to the election or removal of directors or other actual
                or
                threatened solicitation of proxies or consents by or on behalf of
                a Person
                other than the Board; or

            


    

     

    
      	 	
              (iii)

            	
              Business
                Combination.
                The consummation of a merger or consolidation, or sale or other
                disposition of all or substantially all of the assets of MRU (a “Business
                Combination”) after which the individuals and entities who were the
                beneficial owners, respectively, of the Outstanding Company Common
                Stock
                and Outstanding Company Voting Securities immediately prior to such
                Business Combination beneficially own less than 50% of, respectively,
                the
                Outstanding Company Common Stock and Outstanding Company Voting Securities
                of the corporation resulting from such Business Combination (including
                a
                corporation which as a result of such transaction owns MRU or all
                or
                substantially all of MRU’s assets either directly or through one or more
                subsidiaries); or

            


    

     

    
      	 	
              (iv)

            	
              Liquidation
                or Dissolution.
                Approval by the stockholders of MRU of a complete liquidation or
                dissolution of MRU.

            


    

     

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

     

    (g) “Committee”
means
      the Compensation Committee of the Board or its successor, provided that, if
      any
      member of the Compensation Committee does not qualify as both an outside
      director for purposes of Code Section 162(m) and a non-employee director for
      purposes of Rule l6b-3, the remaining members of the Compensation Committee
      (but
      not less than two members) shall be constituted as a subcommittee of the
      Compensation Committee to act as the Committee for purposes of the Plan and
      provided further that if no Compensation Committee of the Board currently exists
      the entire Board shall act as the Committee for purposes of the
      Plan.

     

    (h) “Company
      Stock”
means
      common stock, $.00l par value, of MRU. In the event of a change in the capital
      structure of MRU affecting the common stock (as provided in Section 17), the
      shares resulting from such a change in the common stock shall be deemed to
      be
      Company Stock within the meaning of the Plan.

     

    
      
        
        

      

      
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    (i) “Covered
      Employee”
means
      a
      Participant who the Committee determines is or may become a covered employee
      within the meaning of Code Section 162(m) during the performance period of
      a
      Performance Grant.

     

    (j) “Date
      of Grant”
means
      the date on which the Committee grants an Incentive Award or such future date
      as
      determined by the Committee.

     

    (k) “Disability”
or
      “Disabled”
means
      as to an Incentive Stock Option, a Disability within the meaning of Code Section
      22(e)(3). As to all other Incentive Awards, a condition determined by the
      Committee to be a Disability.

     

    (l) “Divisive
      Transaction”
means
      a
      transaction in which the Participant’s Employer ceases to be a Subsidiary, a
      sale of substantially all of the assets of a Subsidiary, or a sale or other
      disposition of assets or of a line of business that is designated as a Divisive
      Transaction by the Committee.

     

    (m) “Employer”
means
      MRU and each Subsidiary that employs one or more Participants.

     

    (n) “Fair
      Market Value”
means
      the fair market value of the Company Stock as of such date based on the then
      prevailing prices of the Company Stock on the Principal Exchange.

     

    (o) “Incentive
      Award”
means,
      collectively, a Performance Grant, the award of Restricted Stock, a Restricted
      Stock Unit, a Stock Award, an Option or Stock Appreciation Rights granted under
      the Plan.

     

    (p) “Incentive
      Stock Option”
means,
      an Option that qualifies for favorable income tax treatment under Code Section
      422.

     

    (q) “MRU”
means
      MRU Holdings, Inc., a Delaware corporation.

     

    (r) “Mature
      Shares”
means
      shares of Company Stock for which the holder has good title, free and clear
      of
      all liens and encumbrances and which the holder either (i) has held for at
      least
      six months or (ii) has purchased on the open market.

     

    (s) “Nonqualified
      Stock Option”
means
      an Option that is not an Incentive Stock Option.

     

    (t) “Option”
means
      a
      right to purchase Company Stock granted under the Plan, at a price determined
      in
      accordance with the Plan.

     

    (u) “Participant”
means
      any employee or director of MRU or a Subsidiary who receives an Incentive Award
      under the Plan.

     

    (v) “Performance
      Criteria”
means
      any of the following areas of performance of MRU or any Subsidiary:

     

    price
      per
      share of Company Stock; return on assets; book value; investment return; return
      on invested capital (ROIC); free cash flow; value added (ROIC less cost of
      capital multiplied by capital); total shareholder return; economic value added
      (net operating profit after tax less cost of capital); operating ratio; cost
      reduction (or limits on cost increases); debt to capitalization; debt to equity;
      earnings; earnings before interest and taxes; earnings before interest, taxes,
      depreciation and amortization; earnings per share (including or excluding
      nonrecurring items); earnings per share before extraordinary items; income
      from
      operations (including or excluding nonrecurring items); income from operations
      compared to capital spending; net income (including or excluding nonrecurring
      items, extraordinary items and/or the accumulative effect of accounting
      changes); net sales; return on capital employed; return on equity; return on
      investment; return on sales; and sales volume. Any Performance Criteria may
      be
      used to measure the performance of MRU as a whole or any Subsidiary or business
      unit of MRU. As determined by the Committee, Performance Criteria shall be
      derived from the financial statements of MRU, its Subsidiaries or affiliated
      entities prepared in accordance with generally accepted accounting principles
      applied on a consistent basis, or, for Performance Criteria that cannot be
      so
      derived, under a methodology established by the Committee prior to the issuance
      of a Performance Grant that is consistently applied.

     

    
      
        
        

      

      
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    (w) “Performance
      Goal”
means,
      for a Covered Employee, an objectively determinable performance goal that
      relates to one or more Performance Criteria and that is established by the
      Committee with respect to a given Performance Grant. For a Participant who
      is
      not a Covered Employee, a Performance Goal means any goal or measurement
      established by the Committee, including subjective performance
      factors.

     

    (x) “Performance
      Grant”
means
      an Incentive Award payable in Company Stock, cash, or a combination of Company
      Stock and cash that is made pursuant to Section 8.

     

    (y) “Principal
      Exchange”
means
      the New York Stock Exchange, the American Stock Exchange, NASDAQ or such other
      stock exchange as the Company Stock is then listed for trading.

     

    (z) “Restricted
      Stock”
means
      Company Stock awarded under Section 6.

     

    (aa) “Restricted
      Stock Unit”
means
      a
      right granted to a Participant to receive Company Stock or cash awarded under
      Section 7.

     

    (bb) “Retirement”
means
      a
      Participant’s termination of employment after age 65.

     

    (cc) “Rule
      l6b-3”
means
      Rule l6b-3 of the Securities and Exchange Commission promulgated under the
      Securities Exchange Act of 1934, as amended. A reference in the Plan to Rule
      l6b-3 shall include a reference to any corresponding rule (or number
      redesignation) of any amendments to Rule l6b-3 enacted after the effective
      date
      of the Plan’s adoption. 

     

    (dd) “Stock
      Appreciation Right”
means
      a
      right to receive amounts awarded under Section 10.

     

    (ee) “Stock
      Award”
means
      Company Stock awarded pursuant to Section 9.

     

    (ff) “Subsidiary”
means
      any corporation or other entity in which MRU directly or indirectly owns stock
      or ownership interests representing more than 50 percent of the combined voting
      interests of such entity.

     

    
      
        
        

      

      
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    3. STOCK.

     

    (a) Subject
      to Section 17 of the Plan, there shall be reserved for issuance under the Plan
      an aggregate of 8,000,000 shares of Company Stock, which shall be authorized,
      but unissued shares, plus any shares of Company Stock which are forfeited,
      expire or are cancelled without the delivery of shares or which result in the
      forfeiture of shares back to MRU. Shares allocable to Incentive Awards granted
      under the Plan that expire, are forfeited, otherwise terminate unexercised,
      or
      are settled in cash may again be subjected to an Incentive Award under the
      Plan.
      For purposes of determining the number of shares that are available for
      Incentive Awards under the Plan, the number shall include the number of shares
      surrendered by a Participant actually or by attestation or retained by MRU
      in
      payment of Applicable Withholding Taxes and any Mature Shares surrendered by
      a
      Participant upon exercise of an Option or in payment of Applicable Withholding
      Taxes. Shares issued under the Plan through the settlement, assumption, or
      substitution of outstanding awards or obligations to grant future awards as
      a
      condition of an Employer acquiring another entity shall not reduce the maximum
      number of shares available for delivery under the Plan.

     

    (b) Subject
      to Section 17, no more than 1,500,000 shares may be allocated to the Incentive
      Awards, including the maximum amounts payable under a Performance Grant, that
      are granted to any individual Participant during any 36-month period. The
      maximum cash payment that can be made for all Incentive Awards granted to any
      one individual shall be $500,000 times the number of 12-month periods in any
      performance cycle for any single or combined performance goals. Any amount
      that
      is deferred by a Participant shall be subject to the limit on the maximum cash
      payment in the year in which the deferral is made and not in any later year
      in
      which payment is made.

     

    4. ELIGIBILITY.

     

    (a) All
      present and future employees and directors of MRU or a Subsidiary at the time
      of
      grant shall be eligible to receive Incentive Awards under the Plan. The
      Committee shall have the power and complete discretion, as provided in Section
      18, to select eligible employees and directors to receive Incentive Awards
      and
      to determine for each employee or director the nature of the award and the
      terms
      and conditions of each Incentive Award.

     

    (b) The
      grant
      of an Incentive Award shall not obligate an Employer to pay an employee or
      director any particular amount of remuneration, to continue the employment
      of
      the employee or engagement of the director after the grant or to make further
      grants to the employee or director at any time thereafter.

     

    5. STOCK
      OPTIONS.

     

    (a) The
      Committee may make grants of Options to Participants. The Committee shall
      determine the number of shares for which Options are granted, the Option
      exercise price per share, whether the Options are Incentive Stock Options or
      Nonqualified Stock Options, and any other terms and conditions to which the
      Options are subject.

     

    (b) The
      exercise price of shares of Company Stock covered by an Option shall be not
      less
      than 100 percent of the Fair Market Value of the Company Stock on the Date
      of
      Grant, except that the exercise price may be less than 100 percent of the Fair
      Market Value on the Date of Grant if the Company expressly so agrees in writing
      on or prior to the Date of Grant. Except as provided in Section 17, the exercise
      price of an Option may not be decreased after the Date of Grant. Except as
      provided in Section 17, a Participant may not surrender an Option in
      consideration for the grant of a new Option with a lower exercise price or
      another Incentive Award. If a Participant’s Option is cancelled before its
      termination date, the Participant may not receive another Option within 6 months
      of the cancellation unless the exercise price of such Option is no less than
      the
      exercise price of the cancelled Option.

     

    
      
        
        

      

      
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    (c) An
      Option
      shall not be exercisable more than 10 years after the Date of Grant. The
      aggregate Fair Market Value, determined at the Date of Grant, of shares for
      which Incentive Stock Options become exercisable by a Participant during any
      calendar year shall not exceed $100,000.

     

    6. RESTRICTED
      STOCK AWARDS.

     

    (a) The
      Committee may make grants of Restricted Stock to Participants. The Committee
      shall establish as to each award of Restricted Stock the terms and conditions
      to
      which the Restricted Stock is subject, including the period of time before
      which
      all restrictions shall lapse and the Participant shall have full ownership
      of
      the Company Stock (the “Restriction Period”). The Committee in its discretion
      may award Restricted Stock without cash consideration.

     

    (b) Except
      as
      provided below in Section 6(c), the minimum Restriction Period applicable to
      any
      award of Restricted Stock that is not subject to performance standards
      restricting transfer shall be three years from the Date of Grant. Except as
      provided below in Section 6(c), the minimum Restriction Period applicable to
      any
      award of Restricted Stock that is subject to performance standards shall be
      one
      year from the Date of Grant.

     

    (c) Restriction
      Periods of shorter duration than provided in Section 6(b) and Section 7(b)
      may
      be approved for awards of Restricted Stock or Restricted Stock Units combined
      with respect to up to 1,400,000 shares of Company Stock under the Plan, subject
      to Section 17 of the Plan.

     

    (d) Restricted
      Stock may not be sold, assigned, transferred, pledged, hypothecated, or
      otherwise encumbered or disposed of until the restrictions have lapsed or been
      removed. Certificates representing Restricted Stock shall be held by MRU until
      the restrictions lapse and the Participant shall provide MRU with appropriate
      stock powers endorsed in blank.

     

    7. RESTRICTED
      STOCK UNITS.

     

    (a) The
      Committee may make grants of Restricted Stock Units to Participants. The
      Committee shall establish as to each award of Restricted Stock Units the terms
      and conditions to which the Restricted Stock Units are subject. Upon lapse
      of
      the restrictions, a Restricted Stock Unit shall entitle the Participant to
      receive from MRU a share of Company Stock or a cash amount equal to the Fair
      Market Value of the Company Stock on the date that the restrictions
      lapse.

     

    (b) Except
      as
      provided in Section 6(c), the minimum Restriction Period applicable to any
      award
      of Restricted Stock Units that is not subject to performance standards
      restricting transfer shall be three years from the Date of Grant. Except as
      provided in Section 6(c), the minimum Restriction Period applicable to any
      award
      of Restricted Stock Units that is subject to performance standards shall be
      one
      year from the Date of Grant.

     

    
      
        
        

      

      
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    8. PERFORMANCE
      GRANTS.

     

    (a) The
      Committee may make Performance Grants to any Participant. Each Performance
      Grant
      shall contain the Performance Goals for the award, including the Performance
      Criteria, the target and maximum amounts payable and such other terms and
      conditions of the Performance Grant. As to each Covered Employee, each
      Performance Grant shall be granted and administered to comply with the
      requirements of Code Section 162(m).

     

    (b) The
      Committee shall establish the Performance Goals for Performance Grants. The
      Committee shall determine the extent to which any Performance Criteria shall
      be
      used and weighted in determining Performance Grants. The Committee may increase,
      but not decrease, any Performance Goal during a performance period for a Covered
      Employee. The Performance Goals for any Performance Grant for a Covered Employee
      shall be made not later than 90 days after the start of the period for which
      the
      Performance Grant relates and shall be made prior to the completion of 25
      percent of such period.

     

    (c) The
      Committee shall establish for each Performance Grant the amount of Company
      Stock
      or cash payable at specified levels of performance, based on the Performance
      Goal for each Performance Criteria. The Committee shall make all determinations
      regarding the achievement of any Performance Goals. The Committee may not
      increase the amount of cash or Common Stock that would otherwise be payable
      upon
      achievement of the Performance Goal or Goals but may reduce or eliminate the
      payments except as provided in a Performance Grant.

     

    (d) The
      actual payments to a Participant under a Performance Grant will be calculated
      by
      applying the achievement of Performance Criteria to the Performance Goal. The
      Committee shall make all calculations of actual payments and shall certify
      in
      writing the extent, if any, to which the Performance Goals have been met for
      a
      Covered Employee.

     

    9. STOCK
      AWARDS. The Committee may make Stock Awards to any Participant. The Committee
      shall establish the number of shares of Common Stock to be awarded and the
      terms
      and conditions applicable to each Stock Award. The Committee will make all
      determinations regarding the satisfaction of any performance restrictions on
      a
      Stock Award. MRU shall issue the Common Stock under a Stock Award upon the
      satisfaction of the terms and conditions of a Stock Award. Subject to Section
      17, 1,400,000 shares of Company Stock (reduced by shares issued under Restricted
      Stock or Restricted Stock Units subject to Section 6 (c)) may be granted under
      Stock Awards without performance restrictions.

     

    10. STOCK
      APPRECIATION RIGHTS. The Committee may make grants of Stock Appreciation Rights
      to Participants. The Committee shall establish as to each award of Stock
      Appreciation Rights the terms and conditions to which the Stock Appreciation
      Rights are subject. The following provisions apply to all Stock Appreciation
      Rights:

     

    (a) A
      Stock
      Appreciation Right shall entitle the Participant, upon exercise of the Stock
      Appreciation Right, to receive in exchange an amount equal to the excess of
      (x)
      the Fair Market Value on the date of exercise of the Company Stock covered
      by
      the surrendered Stock Appreciation Right over (y) an amount not less than 100
      percent of the Fair Market Value of the Company Stock on the Date of Grant
      of
      the Stock Appreciation Right. The Committee may limit the amount that the
      Participant will be entitled to receive upon exercise of Stock Appreciation
      Rights.

     

    
      
        
        

      

      
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    (b) A
      Stock
      Appreciation Right may not be exercisable more than 10 years after the Date
      of
      Grant. A Stock Appreciation Right may only be exercised at a time when the
      Fair
      Market Value of the Company Stock covered by the Stock Appreciation Right
      exceeds the Fair Market Value of the Company Stock on the Date of Grant of
      the
      Stock Appreciation Right. The Stock Appreciation Right may provide for payment
      in Company Stock or cash, or a fixed combination of Company Stock or cash,
      or
      the Committee may reserve the right to determine the manner of payment at the
      time the Stock Appreciation Right is exercised.

     

    11. METHOD
      OF
      EXERCISE OF OPTIONS. Options may be exercised by the Participant (or his
      guardian or personal representative) giving notice to the Corporate Secretary
      of
      MRU or his delegate pursuant to procedures established by MRU of the exercise
      stating the number of shares the Participant has elected to purchase under
      the
      Option. The exercise price may be paid in cash; or if the terms of an Option
      permit, (i) delivery or attestation of Mature Shares (valued at their Fair
      Market Value) in satisfaction of all or any part of the exercise price, (ii)
      delivery of a properly executed exercise notice with irrevocable instructions
      to
      a broker to deliver to MRU the amount necessary to pay the exercise price from
      the sale or proceeds of a loan from the broker with respect to the sale of
      Company Stock or a broker loan secured by Company Stock, or (iii) a combination
      of (i) and (ii).

     

    12. TAX
      WITHHOLDING. Whenever payment under an Incentive Award is made in cash, the
      Employer will withhold an amount sufficient to satisfy any Applicable
      Withholding Taxes. Each Participant shall agree as a condition of receiving
      an
      Incentive Award payable in the form of Company Stock, to pay to the Employer,
      or
      make arrangements satisfactory to the Employer regarding the payment to the
      Employer of, Applicable Withholding Taxes. To satisfy Applicable Withholding
      Taxes and under procedures established by the Committee or its delegate, a
      Participant may elect to (i) make a cash payment or authorize additional
      withholding from cash compensation, (ii) deliver Mature Shares (valued at their
      Fair Market Value) or (ii) have MRU retain that number of shares of Company
      Stock (valued at their Fair Market Value) that would satisfy all or a specified
      portion of the Applicable Withholding Taxes.

     

    13. TRANSFERABILITY
      OF INCENTIVE AWARDS. Incentive Awards other than Incentive Stock Options shall
      not be transferable by a Participant and exercisable by a person other than
      the
      Participant, except as expressly provided in the Incentive Award. Incentive
      Stock Options, by their terms, shall not be transferable except by will or
      by
      the laws of descent and distribution and shall be exercisable, during the
      Participant’s lifetime, only by the Participant.

     

    14. DEFERRAL
      ELECTIONS. The Committee may permit Participants to elect to defer the issuance
      of Company Stock or the settlement of awards in cash under the Plan pursuant
      to
      such rules, procedures, or programs as it may establish.

     

    15. EFFECTIVE
      DATE OF THE PLAN. The effective date of the Plan is May, 2003. The Plan shall
      be
      submitted to the shareholders of MRU for approval. Until (i) the Plan has been
      approved by MRU’s shareholders, and (ii) the requirements of any applicable
      federal or state securities laws have been met, no Restricted Stock shall be
      awarded that is not contingent on these events and no Option granted shall
      be
      exercisable.

     

    16. TERMINATION,
      MODIFICATION, CHANGE. If not sooner terminated by the Board, this Plan shall
      terminate at the close of business on the date ten years after the adoption
      of
      the Plan by MRU's shareholders. No Incentive Awards shall be made under the
      Plan
      after its termination. The Board may amend or terminate the Plan as it shall
      deem advisable; provided that no change shall be made that increases the total
      number of shares of Company Stock reserved for issuance pursuant to Incentive
      Awards granted under the Plan (except pursuant to Section 17) or reduces the
      minimum exercise price for Options or exchange an Option for another Incentive
      Award unless such change is authorized by the shareholders of MRU. A termination
      or amendment of the Plan shall not, without the consent of the Participant,
      adversely affect a Participant’s rights under an Incentive Award previously
      granted to him or her.

     

    
      
        
        

      

      
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    17. CHANGE
      IN
      CAPITAL STRUCTURE AND CHANGE IN CONTROL; CERTAIN REDUCTIONS IN SHARE
      AMOUNTS.

     

    (a) In
      the
      event of a stock dividend, stock split or combination of shares, share exchange,
      recapitalization or merger in which MRU is the surviving corporation, spin-off
      or split-off of a Subsidiary, or other change in MRU capital stock (including,
      but not limited to, the creation or issuance to shareholders generally of
      rights, options or warrants for the purchase of common stock or preferred stock
      of MRU), the number and kind of shares of stock or securities of MRU to be
      subject to the Plan and to Incentive Awards then outstanding or to be granted,
      the maximum number of shares or securities which may be delivered under the
      Plan
      under Sections 3(a), 3(b), 6(b), or 9, the exercise price, the terms of
      Incentive Awards and other relevant provisions shall be adjusted by the
      Committee in its discretion, whose determination shall be binding on all
      persons. If the adjustment would produce fractional shares with respect to
      any
      unexercised Option, the Committee may adjust appropriately the number of shares
      covered by the Option so as to eliminate the fractional shares.

     

    (b) If
      MRU is
      a party to a consolidation or a merger in which MRU is not the surviving
      corporation, a transaction that results in the acquisition of substantially
      all
      of MRU’s outstanding stock by a single person or entity, or a sale or transfer
      of substantially all of MRU’s assets, the Committee may take such actions with
      respect to outstanding Incentive Awards as the Committee deems
      appropriate.

     

    (c) In
      any
      Incentive Award, the Committee may make provisions as it deems appropriate
      for
      the Change in Control on the Incentive Award, including the acceleration of
      vesting, the lapse of restrictions, and the satisfaction of Performance Goals.
      The Committee may make provision for deferral of any Incentive Award under
      the
      provisions of Section 14 upon a Change in Control.

     

    (d) Notwithstanding
      anything in the Plan to the contrary, the Committee may take the foregoing
      actions without the consent of any Participant, and the Committee’s
      determination shall be conclusive and binding on all persons for all
      purposes.

     

    18. ADMINISTRATION
      OF THE PLAN.

     

    (a) The
      Committee shall administer the Plan. The Committee shall have general authority
      to impose any term, limitation or condition upon an Incentive Award that the
      Committee deems appropriate to achieve the objectives of the Incentive Award.
      The Committee may adopt rules and regulations for carrying out the Plan with
      respect to Participants. The interpretation and construction of any provision
      of
      the Plan by the Committee shall be final and conclusive as to any
      Participant.

     

    (b) The
      Committee shall have the power to amend the terms of previously granted
      Incentive Awards so long as the terms as amended are consistent with the terms
      of the Plan and provided that the consent of the Participant is obtained with
      respect to any amendment that would be detrimental to him or her, except that
      such consent will not be required if such amendment is for the purpose of
      complying with Rule 16b-3 or any requirement of the Code applicable to the
      Incentive Award.

     

    
      
        
        

      

      
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    (c) The
      Committee shall have the power and complete discretion (i) to delegate to any
      individual, or to any group of individuals employed by the Company or any
      Subsidiary, the authority to grant Incentive Awards under the Plan and (ii)
      to
      determine the terms and limitations of any delegation of authority.

     

    (d) If
      the
      Participant’s Employer is involved in a Divisive Transaction, the outstanding
      Incentive Awards will be vested pro rata based on time and service, unless
      the
      Committee determines otherwise in its sole discretion.

     

    (e) If
      a
      Participant or former Participant (1) becomes associated with, recruits or
      solicits customers or other employees of an Employer, is employed by, renders
      services to, or owns any interest in (other than any nonsubstantial interest,
      as
      determined by the Committee) any business that is in competition with MRU or
      its
      Subsidiaries, (2) has his employment terminated by his Employer for Cause,
      or
      (3) engages in, or has engaged in, conduct which the Committee determines to
      be
      detrimental to the interests of MRU, the Committee may, in its sole discretion,
      (A) cancel all outstanding Incentive Awards, including immediately terminating
      any Options held by the Participant, regardless of whether then exercisable,
      (B)
      require the Participant or former Participant to repay any payment received
      under a Incentive Award within the previous two years, and/or (C) offset any
      other amounts owed to the Participant by any payment received under a Incentive
      Award within the previous two years.

     

    (f) In
      the
      event of the death of a Participant, any outstanding Incentive Awards that
      are
      otherwise exercisable may be exercised by the Participant’s Beneficiary or, if
      no Beneficiary is designated, by the personal representative of the
      Participant’s estate or by the person to whom rights under the Incentive Award
      shall pass by will or the laws of descent and distribution.

     

    19. GRANTS
      TO
      OUTSIDE DIRECTORS. Incentive Awards, other than Incentive Stock Options, may
      be
      made to directors on the Board if such directors are not employees of MRU or
      a
      Subsidiary (“Outside Directors”). The Board shall have the power and complete
      discretion to select Outside Directors to receive Incentive Awards. The Board
      shall have the complete discretion, under provisions consistent with Section
      18
      as to Participants, to determine the terms and conditions, the nature of the
      award and the number of shares to be allocated as part of each Incentive Award
      for each Outside Director. The grant of an Incentive Award shall not obligate
      MRU to make further grants to the Outside Director at any time thereafter or
      to
      retain any person as a director for any period of time.

     

    20. INTERPRETATION
      AND VENUE. The terms of this Plan shall be governed by the laws of the State
      of
      Delaware without regard to its conflict of laws rules.

     

    
      
        
        

      

      
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