ex4_7.htm


    
      

    

    
      Exhibit
        4.7

       

      CYIOS
        CORPORATION

      


      2007
        EQUITY INCENTIVE PLAN

      


      (as
        adopted November 28, 2007)

      


      


      I.           ESTABLISHMENT
        OF PLAN; DEFINITIONS.

      


      1.           Purpose.
        The purpose of the CYIOS Corporation 2007 Equity Incentive Plan
        is to
        attract, retain and reward certain officers, Employees, Directors and
        Consultants of CYIOS Corporation and its Subsidiaries, and to motivate such
        persons to increase their efforts in promoting the interests, and contributing
        to the growth and profitability of the Corporation.

      


      2.           Definitions.  Unless
        the context clearly indicates otherwise, the following terms shall have the
        meanings set forth below:

      


      “Award”
        shall mean any Stock Award, Stock Appreciation Right or Stock Option granted
        under the Plan.

      


      “Award
        Agreement” shall mean a written agreement between the Corporation and the
        Grantee setting forth the terms, conditions and restrictions of an
        Award.

      


      “Board”
        shall mean the board of directors of the Corporation.

      


      “Code”
        shall mean the Internal Revenue Code of 1986, as it may be amended from time
        to
        time.

      


      “Committee”
        shall mean a committee appointed by the Board to administer and interpret
        the
        Plan; provided, however, that the term Committee shall refer
        to the Board during such times as no Committee has been appointed by the
        Board.

      


      “Common
        Stock” shall mean the common stock, par value $0.001 per share, of CYIOS
        Corporation, a Nevada corporation.

      


      “Corporation”
        shall mean CYIOS Corporation, a Nevada corporation, and any successor
        corporation.

      


      “Consultant”
        or “Consultants” shall mean individuals who provide services to the
        Corporation who are not Employees or Directors.

      


      “Director”
        or “Directors” shall mean those members of the Board who are not
        Employees.

      


      “Disability”
        shall mean a medically determinable physical or mental condition which causes
        an
        Employee, Director or Consultant to be unable to engage in any substantial
        gainful activity and which can be expected to result in death or to be of
        long,
        continued and indefinite duration.

      


      “Employee”
        or “Employees” shall mean any common law employee of the Corporation,
        including officers, as determined under the Code or the regulations promulgated
        thereunder.

      


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

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      “Fair
        Market Value” shall mean, as of any date, the value of a share of the
        Corporation’s Common Stock determined as follows:

      


      (a)           if
        such Common Stock is publicly traded and is then listed on a national securities
        exchange, its closing price on the date of determination, or on the last
        preceding date on which it was traded, on the principal national securities
        exchange on which the Common Stock is listed or admitted to
        trading;

      


      (b)           if
        such Common Stock is quoted on the NASDAQ Global Market, NASDAQ Global Select
        Market, the NASDAQ Capital Market, or the OTCBB, its closing price on the
        NASDAQ
        Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, or
        the
        OTCBB, respectively, on the date of determination; or

      


      (c)   if
        neither of the foregoing is applicable, by the Committee in good
        faith.

      


      “FINRA
        Dealer” shall mean a broker-dealer who is a member of the Financial
        Industry Regulatory Authority.

      


      “Grantee”
        shall mean an officer, Employee, Director or Consultant who is granted an
        Award
        under the Plan.

      


      “Incentive
        Stock Option” shall mean a Stock Option granted pursuant to the Incentive
        Stock Option provisions as set forth in Article II of the Plan.

      


      “Insider”
        shall mean an officer, Director, or other person subject to Section 16 of
        the
        Exchange Act.

      


      “Net
        Exercise” shall mean a procedure by which the Grantee will be issued a
        number of whole Shares upon the exercise of a Stock Option determined in
        accordance with the following formula:

      


      
        	
                N=

              	
                X(A-B)

              
	 	
                A

              


      

      
        Where:

        
          	
                   

                	
                  “N”
                    =

                	
                  the
                    number of Shares to be issued to the Grantee upon exercise of
                    the Stock
                    Option;

                


        

        
          	
                   

                	
                  “X”
                    =

                	
                  the
                    total number of Shares with respect to which the Grantee has
                    elected to
                    exercise the Stock Option;

                


        

        
          	
                   

                	
                  “A”
                    =

                	
                  the
                    Fair Market Value of one (1) Share of Common Stock determined
                    on the
                    exercise date; and

                


        

        
          	
                   

                	
                  “B”
                    =

                	
                  the
                    exercise price per Share (as defined in the Grantee’s Award
                    Agreement).

                


        

         

      

      “Non-Qualified
        Stock Option” shall mean a Stock Option granted pursuant to the
        Non-Qualified Stock Option provisions as set forth in Article III of the
        Plan.

      


      “Parent”
        shall mean any present or future “parent corporation” of the Corporation, as
        defined in Section 424(e) of the Code.

      


      “Plan”
        shall mean the CYIOS Corporation 2007 Equity Incentive Plan as set forth
        herein
        and as may be amended from time to time.

      


      “Restricted
        Stock Award” shall mean a Stock Award granted pursuant to the Restricted
        Stock Award provisions as set forth in Article V of the Plan.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Rule
        16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as may be
        amended from time to time, or any successor rule or regulation.

      


      “Securities
        Act” shall mean the Securities Act of 1933, as amended.

      


      “Share”
        or “Shares” shall mean the authorized but unissued or reacquired shares
        of the Corporation’s Common Stock, subject to adjustment, reserved for issuance
        under the Plan.

      


      “Stock
        Appreciation Right” shall mean an Award granted pursuant to the Stock
        Appreciation Right provisions as set forth in Article IV of the
        Plan.

      


      “Stock
        Award” shall mean an Award granted pursuant to the Stock Award provisions
        as set forth in Article V of the Plan.

      


      “Stock
        Option” shall mean an Award granted pursuant to the Incentive Stock Option
        or Non-Qualified Stock Option provisions as set forth in Articles II and
        III of
        the Plan.

      


      “Subsidiary”
        or “Subsidiaries” shall mean any present or future “subsidiary
        corporation” of the Corporation, as defined in Section 424(f) of the
        Code.

      


      “Ten
        Percent Shareholder” shall mean an Employee who at the time an Award is
        granted owns stock possessing more than ten percent (10%) of the total combined
        voting power of all stock of the Corporation or any of its Parent or Subsidiary
        corporations.

      


      “Vesting
        Conditions” shall mean those conditions established in accordance with the
        Plan and prior to the satisfaction of which Shares issuable pursuant to an
        Award
        remain subject to forfeiture.

      


      3.           Shares
        Subject to the Plan. Subject to the provisions of Article VI, Section
        5, the maximum aggregate number of Shares that may be issued under the Plan
        shall not exceed Three Million Five Hundred Thousand (3,500,000), which shall
        consist of authorized but unissued or reacquired shares of Common Stock or
        any
        combination thereof. If the exercise or purchase price of an Award is paid
        by
        tender to the Corporation of shares of Common Stock owned by the Grantee,
        or by
        means of a Net Exercise, the number of Shares available for issuance under
        the
        Plan shall be reduced by the gross number of Shares issued to the
        Grantee.

      


      4.           Administration
        of the Plan.  The Plan shall be administered by the
        Committee. With respect to Insiders, the Plan shall be administered in
        compliance with the all applicable requirements of Rule 16b-3.  Any
        controversy or claim arising out of or related to the Plan shall be determined
        unilaterally by and in the sole discretion of the Committee.

      


      5.           Powers
        of the Committee.  Subject to the express provisions of the
        Plan, the Committee shall have the authority to:

      


      (a)           construe
        and interpret the Plan, any Award Agreement and any other agreement, instrument
        or document executed pursuant to the Plan;

      


      (b)           prescribe,
        amend, waive or rescind any rules, regulations, guidelines or policies relating
        to the Plan;

      


      (c)           select
        officers, Directors and Consultants eligible to receive Awards under the
        Plan;

      


      (d)           determine
        the terms, conditions and restrictions applicable to each Award granted (which
        need not be identical), including, without limitation, (i) the exercise or
        purchase price, (ii) the method of payment, (iii) the timing, terms and
        conditions of the exercisability or vesting of each Award, (iv) the date
        on
        which an Award shall expire, and (v) any other terms, conditions and
        restrictions applicable to each Award that are not inconsistent with the
        terms
        of the Plan;


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (e)           accelerate,
        continue, extend or defer the vesting or exercisability of an Award, including,
        without limitation, with respect to the period following the Grantee’s
        termination;

      


      (f)           correct
        any defect, supply any omission or reconcile any inconsistency in the Plan,
        any
        Award, Award Agreement or any other agreement, instrument or document executed
        pursuant to the Plan; and

      


      (g)           make
        all other determinations necessary or advisable in the Committee’s sole
        discretion for the administration of the Plan.

      


      6.           Amendment
        or Termination.  The Board may, at any time, alter, amend,
        suspend, discontinue, or terminate the Plan, in any respect, including, without
        limitation, the amendment of any form of Award Agreement or any other agreement,
        instrument or document to be executed pursuant to the Plan; provided,
however, that the Board will not, without approval of the shareholders
        of the Corporation, amend the Plan in any manner that requires such shareholder
        approval.

      


      7.           Effective
        Date and Duration of the Plan.  The Plan shall become
        effective on November 28, 2007, and the Committee may issue or grant Awards
        under the Plan immediately thereafter; provided, however, if
        the Corporation fails to obtain shareholder approval within twelve (12) months
        of the effective date, pursuant to Section 422 of the Code, any Incentive
        Stock
        Option granted under the Plan will not qualify as such, and will be
        automatically and without further action on the part of the Corporation deemed
        to be a Non-Qualified Stock Option.  The Plan shall terminate at the
        close of business on November 28, 2017, unless earlier terminated by the
        Board,
        and no Award may be issued or granted under the Plan thereafter, but such
        termination shall not affect any Award theretofore issued or
        granted.

      


      II.           INCENTIVE
        STOCK OPTIONS.

      


      1.           Granting
        of Incentive Stock Options.  All Incentive Stock Options
        shall be evidenced by an Award Agreement specifying the number of Shares
        covered
        thereby, in such form as the Committee shall from time to time establish,
        subject to the following terms and conditions:

      


      2.           Eligibility.  Only
        Employees of the Corporation shall be eligible to receive Incentive Stock
        Options; officers, Directors and Consultants who are not also Employees shall
        not be eligible to receive Incentive Stock Options.

      


      3.           Exercise
        Price.  The exercise price of an Incentive Stock Option shall
        not be less than one hundred percent (100%) of the Fair Market Value of a
        share
        of the underlying Common Stock on the date of grant; provided,
however, that the exercise price of an Incentive Stock Option
        granted
        to a Ten Percent Shareholder shall not be less than one hundred ten (110%)
        of
        the Fair Market Value of the underlying Common Stock on the date of
        grant.

      


      4.           Exercise
        Period.  Incentive Stock Options may be exercisable within
        the times or upon the events determined by the Committee as set forth in
        the
        Award Agreement governing such Incentive Stock Option; provided,
however, that no Incentive Stock Option shall be exercisable
        for more
        than ten (10) years from the date of grant; provided, further,
        that an Incentive Stock Option granted to a Ten Percent Shareholder shall
        not be
        exercisable for more than five (5) years from the date of grant. The Committee
        may also provide for Incentive Stock Options to become exercisable at one
        time
        or from time to time, periodically or otherwise, in such number of Shares
        or
        percentage of Shares as the Committee determines, in its sole
        discretion.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      5.           Limitations
        on Exercise.  Notwithstanding anything herein to the
        contrary, the aggregate Fair Market Value (determined as of the date of grant)
        of the Shares with respect to which Incentive Stock Options are exercisable
        for
        the first time by the Grantee during any calendar year (under all such plans
        of
        the Grantee’s employer corporation and its Parent and Subsidiary corporations)
        shall not exceed $100,000. If the Fair Market Value of Shares on the date
        of
        grant with respect to which Incentive Stock Options are exercisable for the
        first time by the Grantee during any calendar year does exceed $100,000,
        then
        the Stock Options for the first $100,000 of Shares to become exercisable
        in such
        calendar year will be Incentive Stock Options and the Stock Options for any
        amount in excess of $100,000 that become exercisable in that calendar year
        will
        be Non-Qualified Stock Options.  In the event that the Code or the
        regulations promulgated thereunder are amended after the date on which the
        Plan
        becomes effective to provide for a different limit on the Fair Market Value
        of
        Shares permitted to be subject to Incentive Stock Options, such limit will
        be
        automatically incorporated herein and will apply to any Stock Options granted
        after the effective date of such amendment.

      


      III.           NON-QUALIFIED
        STOCK OPTIONS

      


      1.           Granting
        of Stock Options.  All Non-Qualified Stock Options shall be
        evidenced by an Award Agreement specifying the number of Shares covered thereby,
        in such form as the Committee shall from time to time establish, subject
        to the
        following terms and conditions:

      


      2.           Eligibility.  Officers,
        Employees, Directors and Consultants shall be eligible to receive Non-Qualified
        Stock Options under the Plan.

      


      3.           Exercise
        Price.  The exercise price of a Non-Qualified Stock Option
        shall not be less than eighty-five percent (85%) of the Fair Market Value
        of a
        share of the underlying Common Stock on the date of grant.

      


      4.           Exercise
        Period.  Non-Qualified Stock Options may be exercisable
        within the times or upon the events determined by the Committee as set forth
        in
        the Award Agreement governing such Non-Qualified Stock Option;
provided, however, that no Non-Qualified Stock Option shall be
        exercisable for more than ten (10) years from the date of grant. The Committee
        also may provide for Non-Qualified Stock Options to become exercisable at
        one
        time or from time to time, periodically or otherwise, in such number of Shares
        or percentage of Shares as the Committee determines, in its sole
        discretion.

      


      IV.STOCK
        APPRECIATION RIGHTS.

      


      1.           Granting
        of Stock Appreciation Rights. Stock Appreciation Rights related to all
        or any portion of a Stock Option may be granted by the Committee to any Grantee
        in connection with the grant of a Stock Option or any unexercised portion
        thereof held by the Grantee at any time and from time to time during the
        term
        thereof.  Each Stock Appreciation Right shall be granted at least at
        Fair Market Value on the date of grant and shall be evidenced by an Award
        Agreement specifying the number of Shares covered thereby, in such form as
        the
        Committee shall from time to time establish, subject to the following terms
        and
        conditions:

      


      2.           Exercise
        Period.  Each Stock Appreciation Right may include
        limitations as to the time when such Stock Appreciation Right becomes
        exercisable and when it ceases to be exercisable that are more restrictive
        than
        the limitations on the exercise of the Stock Option to which it relates.
        No
        Stock Appreciation Right shall be exercisable with respect to such related
        Stock
        Option or portion thereof unless such Stock Option or portion thereof shall
        itself be exercisable at that time.  A Stock Appreciation Right shall
        be exercised only upon surrender of the related Stock Option or portion thereof
        in respect of which the Stock Appreciation Right is then being
        exercised.

      


      3.           Amount
        of Payment. Upon exercise of a Stock Appreciation Right, the Grantee
        shall be entitled to receive an amount equal to the product of (a) the amount
        by
        which the Fair Market Value of a share of Common Stock on the date of exercise
        of the Stock Appreciation Right exceeds the option price per Share specified
        in
        the related Stock Option, and (b) the number of Shares in respect of which
        the
        Stock Appreciation Right shall have been exercised.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      4.           Settlement.  Stock
        Appreciation Rights may only be settled in Shares.  The number of
        Shares to be distributed shall be the largest whole number obtained by dividing
        the amount otherwise distributable in respect of such settlement by the Fair
        Market Value of a share of Common Stock on the date of exercise of the Stock
        Appreciation Right; provided, however, that fractions of a
        Share will not be issued but will either be replaced by a cash payment equal
        to
        the Fair Market Value of such fraction of a Share or will be rounded up to
        the
        nearest whole Share, as determined by the Committee.

      


      5.           Effect
        of Exercise of Right or Related Option.  If the related Stock
        Option is exercised in whole or in part, then the Stock Appreciation Right
        with
        respect to the Shares purchased pursuant to such exercise (but not with respect
        to any unexercised Shares) shall be terminated as of the date of exercise
        if
        such Stock Appreciation Right is not also exercised on such date.

      


      V.           STOCK
        AWARDS

      


      1.           Granting
        of Stock Awards.  All Stock Awards shall be evidenced by an
        Award Agreement specifying the number of Shares covered thereby, in such
        form as
        the Committee shall from time to time establish, subject to the following
        terms
        and conditions:

      


      2.           Eligibility.  Officers,
        Employees, Directors and Consultants shall be eligible to receive grants
        of
        Stock Awards under the Plan.

      


      3.           Purchase
        Price.  The purchase price of the Shares issuable pursuant to
        a Restricted Stock Award will not be less than one hundred percent (100%)
        of the
        Fair Market Value of a share of the underlying Common Stock on the date the
        of
        grant; provided, however, that the purchase price of the
        Shares issuable pursuant to a Restricted Stock Award granted to a Ten Percent
        Shareholder shall not be less than one hundred ten (110%) of the Fair Market
        Value of the underlying Common Stock on the date of grant.  No
        monetary payment (other than applicable withholding taxes) shall be required
        as
        a condition to receiving the Shares issuable pursuant to an unrestricted
        Stock
        Award, the consideration for which shall be services actually rendered to
        the
        Corporation.

      


      4.           Restricted
        Stock Awards.  Shares issued pursuant to any Restricted Stock
        Award may (but need not) be made subject to Vesting Conditions based upon
        the
        satisfaction of service requirements, conditions, restrictions or performance
        criteria as may be established by the Committee and set forth in the Grantee’s
        Award Agreement. During any period in which Shares acquired pursuant to a
        Restricted Stock Award remain subject to Vesting Conditions, such Shares
        may not
        be sold, transferred, exchanged, pledged, assigned or otherwise disposed
        of.

      


      VI.           GENERAL
        PROVISIONS

      


      1.           Payment
        for Shares.  The method of payment for Shares issuable
        pursuant to the Plan shall be determined by the Committee, in its sole
        discretion, and may include, without limitation, payment:

      


      (a)           by
        cash, check or cash equivalents;

      


      (b)           by
        waiver of compensation due or accrued by the Grantee for services rendered
        to
        the Corporation;

      


      (c)           by
        surrender of shares of the Corporation’s Common Stock (i) owned by the Grantee
        for a period of more than six (6) months and paid for within the meaning
        of Rule
        144 promulgated under the Securities Act, or (ii) were obtained by the Grantee
        in the public market;


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (d)           by
        Net Exercise;

      


      (e)           with
        respect only to Shares issuable upon exercise of a Stock Option, and provided
        a
        public market for the Corporation’s Common Stock then exists:

      


      (i)            through
        a “same day sale” commitment from the Grantee and a broker-dealer that is a
        FINRA Dealer, whereby the Grantee irrevocably elects to exercise the Stock
        Option and to sell a portion of the Shares so purchased to pay for the exercise
        price, and whereby the FINRA Dealer irrevocably commits upon receipt of such
        Shares to forward the exercise price directly to the Corporation;
        or

      


      (ii)            through
        a “margin” commitment from the Grantee and a FINRA Dealer whereby the Grantee
        irrevocably elects to exercise the Stock Option and to pledge the Shares
        so
        purchased to the FINRA Dealer in a margin account as security for a loan from
        the FINRA Dealer in the amount of the exercise price, and whereby the FINRA
        Dealer irrevocably commits upon receipt of such Shares to forward the exercise
        price directly to the Company;

      


      (f)           by
        any combination of the foregoing, or such other consideration as may be approved
        by the Committee from time to time to the extent permitted by and in compliance
        with all applicable federal and state laws.

      


      2.           Termination.

      


      (a)           If
        the Grantee’s employment with the Corporation is terminated, a Director Grantee
        ceases to be a Director, or a Consultant Grantee ceases to be a Consultant,
        other than by reason of Disability or death, the terms of any then
        outstanding:

      


      (i)            Incentive
        Stock Option held by the Grantee shall extend for a period ending on the
        earlier
        of the date on which such Incentive Stock Option would otherwise expire or
        three
        (3) months after such termination of employment, and such Incentive Stock
        Option
        shall be exercisable to the extent it was exercisable as of such last date
        of
        employment; and

      


      (ii)           Non-Qualified
        Stock Option held by the Grantee shall extend for a period ending on the
        earlier
        of the date established by the Committee at the time of grant or three (3)
        months after the Grantee’s last date of employment or cessation of being a
        Director or Consultant, and such Non-Qualified Stock Option shall be exercisable
        to the extent it was exercisable as of the date of termination of employment
        or
        cessation of being a Director or Consultant.

      


      (b)           If
        the Grantee’s employment is terminated by reason of Disability, a Director
        Grantee ceases to be a Director by reason of Disability or a Consultant Grantee
        ceases to be a Consultant by reason of Disability, the term of any then
        outstanding Stock Option held by the Grantee shall extend for a period ending
        on
        the earlier of the date on which such Stock Option would otherwise expire
        or
        twelve (12) months after the Grantee’s last date of employment or cessation of
        being a Director or Consultant, and such Stock Option shall be exercisable
        to
        the extent it was exercisable as of such last date of employment or cessation
        of
        being a Director or Consultant.

      


      (c)           If
        the Grantee’s employment is terminated by reason of death, a Director Grantee
        ceases to be a Director by reason of death or a Consultant Grantee ceases
        to be
        a Consultant by reason of death, the representative of his estate or
        beneficiaries thereof to whom the Stock Option has been transferred shall
        have
        the right during the period ending on the earlier of the date on which such
        Stock Option would otherwise expire or twelve (12) months following such
        date of
        death to exercise any then outstanding Stock Options in whole or in
        part.  If the Grantee dies without having fully exercised any then
        outstanding Stock Options, the representative of his estate or beneficiaries
        thereof to whom the Stock Option has been transferred shall have the right
        to
        exercise such Stock Options in whole or in part.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (d)           If
        the Grantee’s employment is terminated, a Director Grantee ceases to be a
        Director, or a Consultant Grantee ceases to be a Consultant, any then
        outstanding Stock Appreciation Right shall be exercisable for such period
        and to
        such extent as the related Award or portion thereof.

      


      (e)           If
        the Grantee’s employment is terminated, a Director Grantee ceases to be a
        Director, or a Consultant Grantee ceases to be a Consultant, prior to the
        lapse
        of any restrictions applicable to a Stock Award such Shares shall be forfeited
        and the Grantee shall return the certificates representing such Shares to
        the
        Corporation.

      


      (f)           If
        the Grantee’s employment is terminated, a Director Grantee ceases to be a
        Director, or a Consultant Grantee ceases to be a Consultant, subsequent to
        the
        lapse of any restrictions applicable to a Stock Award, the Grantee shall
        hold
        such Shares free and clear of all such restrictions except as otherwise provided
        in the Plan.

      


      3.           Modification,
        Extension or Renewal.  The Committee may modify, extend or
        renew any outstanding Awards and authorize the grant of new Awards in
        substitution therefore, provided, however, that any such
        action may not, without the written consent of the Grantee, impair such
        Grantee’s rights under any Award previously outstanding.  Any
        outstanding Incentive Stock Option that is modified, extended, renewed or
        otherwise altered will be treated in accordance with Section 424(h) of the
        Code.  The Committee may reduce the exercise price of outstanding
        Stock Options without the consent of the Grantee affected by a written notice
        to
        such Grantee; provided, however, that the exercise price may
        not be reduced below the minimum exercise price that would be permitted under
        the Plan for Stock Options granted on the date such action is
        taken.

      


      4.           Substitution
        of Awards.  In the event of a corporate merger or
        consolidation, or the acquisition by the Corporation of property or stock
        of an
        acquired corporation or any reorganization or other transaction qualifying
        under
        Section 424 of the Code, the Committee may, in accordance with the provisions
        thereof, substitute Awards under the Plan for stock options, stock awards
        and
        stock appreciation rights under the plan of the acquired corporation;
provided, however, (a) the excess of the aggregate fair market
        value of the shares subject to stock options immediately after the substitution
        over the aggregate option price of shares is not more than the similar excess
        immediately before such substitution, and (b) the new stock option does not
        give
        the Grantee additional benefits, including any extension of the exercise
        or
        purchase period.  Alternatively, the Committee may provide, that each
        Award granted under the Plan shall terminate as of a date to be fixed by
        the
        Board; provided, however, that no less than thirty (30) days
        written notice of the date so fixed shall be given to each Grantee, and each
        Grantee shall have the right, during the thirty (30) day period preceding
        such
        termination, to exercise, in whole or in part, the Award, including with
        respect
        to Shares thereunder which would not otherwise have been
        exercisable.

      


      5.           Adjustment
        Provisions.  Subject to compliance with applicable federal,
        state and local securities laws, and any requisite action on the part of
        the
        Board or any of the shareholders of the Corporation, in the event of any
        change
        in the number of the Corporation’s outstanding shares of Common Stock without
        the receipt of consideration by the Corporation, whether by merger,
        consolidation, reorganization, reincorporation, recapitalization,
        reclassification, stock dividend, stock split, reverse stock split, split-up,
        split-off, spin-off, subdivision, combination, exchange of shares or similar
        change in the capital structure of the Corporation, or in the event of payment
        of a dividend or distribution to the shareholders of the Corporation in a
        form
        other than Shares (excepting normal cash dividends) then (a) the number and
        class of Shares subject to the Plan, (b) the number of Shares subject to
        any
        outstanding Awards; and (c) the exercise or purchase price per Share of any
        outstanding Awards will be appropriately and proportionately adjusted;
provided, however, that fractions of a Share will not be
        issued but will either be replaced by a cash payment equal to the Fair Market
        Value of such fraction of a Share or will be rounded up to the nearest whole
        Share, as determined by the Committee.

      


      6.           Withholding
        Taxes.  Prior to delivery of any certificate or certificates
        representing Shares to be issued in satisfaction of an Award, the Corporation
        may require the Grantee to satisfy all applicable federal, state and local
        withholding tax requirements.  The Committee may allow the Grantee to
        satisfy such withholding requirements by electing to have the Corporation
        withhold from the Shares to be issued that number of Shares having a Fair
        Market
        Value equal to the minimum amount required to be withheld.  All
        elections by the Grantee to have Shares withheld for this purpose will be
        made
        in accordance with the requirements established by the Committee and will
        be in
        writing in a form acceptable to the Committee.


      
        
          
          

        

        
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      7.           Privileges
        of Stock Ownership.  No Grantee will have any of the rights
        of a shareholder of the Corporation with respect to any Shares subject to
        an
        Award until such Shares are issued.  After the Shares are issued, the
        Grantee will have all the rights of a shareholder with respect to such Shares,
        including the right to vote and to receive all dividends or other distributions
        made or paid with respect to such Shares; provided, however,
        that if such Shares are issued pursuant to a Restricted Stock Award, any
        new,
        additional or different securities to which the Grantee may become entitled
        as a
        result of Section 5 of this Article VI, will be subject to the same restrictions
        as set forth in the Award Agreement evidencing the Restricted Stock
        Award.

      


      8.           Non-transferability.  Stock
        Awards granted under the Plan, and any interests therein, will not be
        transferable or assignable by the Grantee, and may not be made subject to
        execution, attachment or similar process, other than by will or by the laws
        of
        descent and distribution.  Stock Options granted under the Plan, and
        any interests therein, will not be transferable or assignable by the Grantee,
        and may not be made subject to execution, attachment or similar process,
        other
        than by will or by the laws of descent and distribution, by instrument to
        an
        inter vivos or testamentary trust in which the Stock Options are to be passed
        to
        beneficiaries upon the death of the testator, or by gift to “immediate family”
as that term is defined in Exchange Act Rule 16a-1(e).  During the
        lifetime of the Grantee an Award will be exercisable only by the
        Grantee.

      


      9.           Repurchase
        Rights.  In the sole discretion of the Committee, an Award
        Agreement may reserve the right to repurchase some or all of the Shares held
        by
        the Grantee that are subject to Vesting Conditions following such Grantees
        termination from employment with the Corporation.

      


      10.           Escrow;
        Pledge of Shares.  To enforce any restrictions on a Grantee’s
        Shares, the Committee may require the Grantee to deposit all certificates
        representing such Shares, together with stock powers or other instruments
        of
        transfer approved by the Committee and appropriately endorsed in blank, with
        the
        Corporation or an agent designated by the Corporation to hold in escrow until
        such restrictions have lapsed or terminated, and the Committee may cause
        a
        legend or legends referencing such restrictions to be placed on each such
        certificates.

      


      11.           Securities
        Law and Other Regulatory Compliance.  An Award will not be
        effective unless in compliance with all applicable federal, state and local
        securities laws, rules and regulations of any governmental body, and the
        requirements of any stock exchange or quotation system upon which the
        Corporation’s Common Stock may then be listed or quoted, as they are in effect
        on the date of grant and on the date of exercise, purchase or other issuance.
        Notwithstanding anything herein to the contrary, the Corporation will have
        no
        obligation to issue or deliver certificates representing the Shares under
        the
        Plan prior to: (a) obtaining any approvals from governmental agencies that
        the
        Corporation, in its sole discretion, determines are necessary or advisable;
        and/or (b) completion of any registration or other qualification of such
        Shares
        under any applicable federal, state or local law or ruling of any governmental
        body that the Corporation, in its sole discretion, determines to be necessary
        or
        advisable.  The Corporation will be under no obligation to register
        the Shares with the United States Securities and Exchange Commission or to
        effect compliance with the registration, qualification or listing requirements
        of any state or local securities laws, stock exchange or quotation system,
        and
        the Corporation will have no liability for any inability or failure to do
        so.

      


      12.           No
        Obligation to Employ.  Nothing in the Plan or any Award
        granted under the Plan will confer or be deemed to confer on any Grantee
        any
        right to continue in the employ of, or to continue any other relationship
        with,
        the Corporation or any Parent or Subsidiary of the Corporation or limit in
        any
        way the right of the Corporation or any Parent or Subsidiary of the Corporation
        to terminate Grantee’s employment or other relationship at any time, with or
        without cause.


      
        
          
          

        

        
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      13.           Governing
        Law.  The Plan any Award Agreement and any other agreement,
        instrument or document executed pursuant to the Plan shall be governed in
        all
        respects by and construed in accordance with the laws of the State of Nevada,
        without giving effect to any choice of law or conflict of law provision or
        rule
        (whether the State of Nevada or any other jurisdiction) that would cause
        the
        application of the laws of any jurisdiction other than the State of
        Nevada.

      


      14.           Nonexclusivity.  Neither
        the adoption of the Plan by the Board, the submission of the Plan to the
        shareholders of the Corporation for approval, nor any provision of the Plan
        shall be construed as creating any limitations on the power of the Board
        to
        adopt any such additional compensation arrangements as it may deem desirable,
        including, without limitation, the granting of stock options, stock awards
        and
        stock appreciation rights otherwise than under this Plan, and such arrangements
        may be either generally applicable or applicable only in specific
        cases.

    

     

     

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