Unassociated Document


     

    EMERALD
DAIRY INC.

     

    2009
EQUITY INCENTIVE PLAN

     

    


    ARTICLE
1

    PURPOSE

    


    The purpose of the Emerald Dairy Inc.
2009 Equity Incentive Plan of (the “Plan”) is to promote
the success and enhance the value of Emerald Dairy Inc., a Nevada corporation
(the “Company”), by linking
the personal interests of the members of the Board, Employees, and Consultants
to those of Company shareholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
shareholders. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of members of the
Board, Employees, and Consultants upon whose judgment, interest, and special
effort the successful conduct of the Company’s operation is largely
dependent.

    


    ARTICLE
2

    DEFINITIONS
AND CONSTRUCTION

    


    Wherever the following terms are used
in the Plan they shall have the meanings specified below, unless the context
clearly indicates otherwise.  The singular pronoun shall include the
plural where the context so indicates.

    


    2.1           “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under
applicable provisions of the U.S. corporate and securities laws, the Code, the
tax laws, rules, regulations and government orders of the PRC, the rules of any
applicable share exchange or national market system, and the laws and the rules
of any jurisdiction applicable to Awards granted to residents
therein.

    


    2.2           “Award” means an
Option, a Restricted Share award, a Share Appreciation Right award, a Dividend
Equivalents award, a Share Payment award, a Deferred Share award, or a
Restricted Share Unit award granted to a Participant pursuant to the
Plan.

    


    2.3           “Award Agreement”
means any written agreement, contract, or other instrument or document
evidencing an Award, including through electronic medium.

    


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

    


    2.5           “Change in Control”
means a change in ownership or control of the Company after the Effective Date
through either of the following transactions:

     

    
      
        
        

      

      
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    (a)           the
direct or indirect acquisition by any person or related group of persons (other
than an acquisition from or by the Company, or by a Company-sponsored employee
benefit plan, or by a person that directly or indirectly controls, is controlled
by, or is under common control with, the Company) of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power
of the Company’s outstanding securities pursuant to a tender or exchange offer
made directly to the Company’s shareholders which a majority of the Incumbent
Board (as defined below) who are not affiliates or associates of the offeror
under Rule 12b-2 promulgated under the Exchange Act do not recommend such
shareholders accept, or

    


    (b)           the
individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”),
cease for any reason to constitute at least fifty percent (50%) of the
Board; provided that if the election, or nomination for election by the
Company’s shareholders, of any new member of the Board is approved by a vote of
at least fifty percent (50%) of the Incumbent Board, such new member of the
Board shall be considered as a member of the Incumbent Board.

    


    2.6           “Code” means the
Internal Revenue Code of 1986 of the United States, as amended.

    


    2.7           “Committee” means the
committee of the Board described in Article 11.

    


    2.8           “Consultant” means any
consultant or adviser if: (a) the consultant or adviser renders bona fide
services to a Service Recipient; (b) the services rendered by the
consultant or adviser are not in connection with the offer or sale of securities
in a capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities; and (c) the consultant or
adviser is a natural person who has contracted directly with the Service
Recipient to render such services.

    


    2.9           “control” (including
the terms “controlled
by” and “under
common control with”) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract or
otherwise.

    


    2.10           “Corporate
Transaction” means any of the following transactions, provided, however,
that the Committee shall determine under (d) and (e) whether multiple
transactions are related, and its determination shall be final, binding and
conclusive:

    


    (a)           an
amalgamation, arrangement or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the jurisdiction in which the Company is incorporated;

    


    (b)           the
sale, transfer or other disposition of all or substantially all of the assets of
the Company;

     

    
      
        
        

      

      
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    (c)           the
complete liquidation or dissolution of the Company;

    


    (d)           any
reverse takeover or series of related transactions culminating in a reverse
takeover (including, but not limited to, a tender offer followed by a reverse
takeover) in which the Company is the surviving entity but (A) the Shares
outstanding immediately prior to such takeover are converted or exchanged by
virtue of the takeover into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred to a person or persons different from
those who held such securities immediately prior to such takeover or the initial
transaction culminating in such takeover, but excluding any such transaction or
series of related transactions that the Committee determines shall not be a
Corporate Transaction; or

    


    (e)           acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities but excluding any
such transaction or series of related transactions that the Committee determines
shall not be a Corporate Transaction.

    


    2.11           “Deferred Share” means
a right to receive a specified number of Shares during specified time periods
pursuant to Article 8.

    


    2.12           “Disability” means
that the Participant qualifies to receive long-term disability payments under
the Service Recipient’s long-term disability insurance program, as it may be
amended from time to time, to which the Participant provides services regardless
of whether the Participant is covered by such policy.  If the Service
Recipient to which the Participant provides service does not have a long-term
disability plan in place, “Disability” means that a Participant is unable to
carry out the responsibilities and functions of the position held by the
Participant by reason of any medically determinable physical or mental
impairment for a period of not less than ninety (90) consecutive days. A
Participant will not be considered to have incurred a Disability unless he or
she furnishes proof of such impairment sufficient to satisfy the Committee in
its discretion.

    


    2.13           “Dividend Equivalents”
means a right granted to a Participant pursuant to Article 8 to receive the
equivalent value (in cash or Share) of dividends paid on Shares.

    


    2.14           “Effective Date” shall
have the meaning set forth in Section 12.1.

    


    2.15           “Employee” means any
person, including an officer or member of the Board of the Company, any Parent
or Subsidiary of the Company, who is in the employ of a Service Recipient,
subject to the control and direction of the Service Recipient as to both the
work to be performed and the manner and method of performance. The payment of a
director’s fee by a Service Recipient shall not be sufficient to constitute
“employment” by the Service Recipient.

     

    
      
        
        

      

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

    


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

    


    (a)           If
the Shares are listed on one or more established Share exchanges or national
market systems, including without limitation, the New York Stock Exchange, NYSE Alternext U.S.,
the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ
National Market, its Fair Market Value shall be the closing sales price for such
shares (or the closing bid, if no sales were reported) as quoted on the
principal exchange or system on which the Shares are listed (as determined by
the Committee) on the date of determination (or, if no closing sales price or
closing bid was reported on that date, as applicable, on the last trading date
such closing sales price or closing bid was reported), as reported in The Wall
Street Journal or such other source as the Committee deems
reliable;

    


    (b)           If
the Shares are regularly quoted on an automated quotation system (including the
OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value
shall be the closing sales price for such shares as quoted on such system or by
such securities dealer on the date of determination, but if selling prices are
not reported, the Fair Market Value of a Share shall be the mean between the
high bid and low asked prices for the Shares on the date of determination (or,
if no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal or such other source as the
Committee deems reliable; or

    


    (c)           In
the absence of an established market for the Shares of the type described in (a)
and (b), above, the Fair Market Value thereof shall be determined by the
Committee in good faith and in its discretion by reference to (i) the placing
price of the latest private placement of the Shares and the development of the
Company’s business operations and the general economic and market conditions
since such latest private placement, (ii) other third party transactions
involving Shares and the development of the company’s business operation and the
general economic and market conditions since such sale, (iii) an independent
valuation of the Shares, or (iii) such other methodologies or information as the
Committee determines to be indicative of Fair Market Value.

    


    2.18           “Incentive Share
Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.

    


    2.19           “Independent Director”
means a member of the Board who is not an Employee of the Company.

    


    2.20           “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor
definition adopted by the Board.

     

    
      
        
        

      

      
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    2.21           “Non-Qualified Share
Option” means an Option that is not intended to be an Incentive Share
Option.

    


    2.22           “Option” means a right
granted to a Participant pursuant to Article 5 of the Plan to purchase a
specified number of Shares at a specified price during specified time
periods.  An Option may be either an Incentive Share Option or a
Non-Qualified Share Option.

    


    2.23           “Participant” means a
person who, as a member of the Board, Employee or Consultant, has been granted
an Award pursuant to the Plan.

    


    2.24           “Parent” means a
parent corporation under Section 424(e) of the Code.

    


    2.25           “Plan” means this
Emerald Dairy Inc. 2009 Equity Incentive Plan, as amended from time to
time.

    


    2.26           “PRC” means the
People’s Republic of China.

    


    2.27           “Related Entity” means
any business, corporation, partnership, limited liability company or other
entity which is not a Subsidiary but is consolidated in the Company’s
consolidated financial statements prepared under the United States generally
accepted accounting principles.

    


    2.28           “Restricted Share”
means a Share awarded to a Participant pursuant to Article 6 that is subject to
certain restrictions and may be subject to risk of forfeiture.

    


    2.29           “Restricted Share
Unit” means an Award granted pursuant to Section 8.6.

    


    2.30           “Securities Act” means
the Securities Act of 1933 of the United States, as amended.

    


    2.31           “Service Recipient”
means the Company, any Parent or Subsidiary of the Company and any Related
Entity to which a Participant provides services as an Employee, Consultant or as
a Director.

    


    2.32           “Share” means a share
of common stock of the Company, par value $0.001 per share, and such other
securities that may be substituted for Shares pursuant to Article
10.

    


    2.33           “Shareholder Adoption
Date” shall have the meaning set forth in Section 12.1.

    


    2.34           “Share Appreciation
Right” or “SAR” means a right
granted pursuant to Article 7 to receive a payment equal to the excess of the
Fair Market Value of a specified number of Shares on the date the SAR is
exercised over the Fair Market Value on the date the SAR was granted as set
forth in the applicable Award Agreement.

     

    
      
        
        

      

      
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    2.35           “Share Payment” means
(a) a payment in the form of Shares, or (b) an option or other right
to purchase Shares, as part of any bonus, deferred compensation or other
arrangement, made in lieu of all or any portion of the compensation, granted
pursuant to Article 8.

    


    2.36           “Subsidiary” means any
corporation or other entity of which a majority of the outstanding voting shares
or voting power is beneficially owned directly or indirectly by the
Company.

    


    ARTICLE
3

    SHARES
SUBJECT TO THE PLAN

    


    3.1           Number of
Shares.

    


    (a)           Subject
to the provisions of Article 10 and Section 3.1(b), the maximum aggregate
number of Shares which may be issued pursuant to all Awards (including Incentive
Share Options) is 1,500,000 Shares.

    


    (b)           To
the extent that an Award terminates, expires, or lapses for any reason, any
Shares subject to the Award shall again be available for the grant of an Award
pursuant to the Plan.  To the extent permitted by Applicable Law or
any exchange rule, Shares issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form or combination by the
Company or any Parent or Subsidiary of the Company shall not be counted against
Shares available for grant pursuant to the Plan.  Shares delivered by
the Participant or withheld by the Company upon the exercise of any Award under
the Plan, in payment of the exercise price thereof or tax withholding thereon,
may again be optioned, granted or awarded hereunder, subject to the limitations
of Section 3.1(a).  If any Restricted Shares are forfeited by the
Participant or repurchased by the Company, such Shares may again be optioned,
granted or awarded hereunder, subject to the limitations of
Section 3.1(a).  Notwithstanding the provisions of this
Section 3.1(b), no Shares may again be optioned, granted or awarded if such
action would cause an Incentive Share Option to fail to qualify as an Incentive
Share Option under Section 422 of the Code.

    


    3.2           Shares Distributed.
Any Shares distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares, treasury Shares or Shares purchased on the open
market.

    


    ARTICLE
4

    ELIGIBILITY
AND PARTICIPATION

    


    4.1           Eligibility. Persons
eligible to participate in this Plan include Employees, Consultants, and all
members of the Board, as determined by the Committee.

     

    
      
        
        

      

      
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    4.2           Participation.
Subject to the provisions of the Plan, the Committee may, from time to time,
select from among all eligible individuals, those to whom Awards shall be
granted and shall determine the nature and amount of each Award.  No
individual shall have any right to be granted an Award pursuant to this
Plan.

    


    4.3           Jurisdictions. In
order to assure the viability of Awards granted to Participants employed in
various jurisdictions, the Committee may provide for such special terms as it
may consider necessary or appropriate to accommodate differences in local law,
tax policy, or custom applicable in the jurisdiction in which the Participant
resides or is employed.  Moreover, the Committee may approve such
supplements to, or amendments, restatements, or alternative versions of, the
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of the Plan as in effect for any other purpose;
provided, however, that
no such supplements, amendments, restatements, or alternative versions shall
increase the share limitations contained in Section 3.1 of the
Plan.  Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate any
Applicable Laws.

    


    ARTICLE
5

    OPTIONS

    


    5.1           General. The
Committee is authorized to grant Options to Participants on the following terms
and conditions:

    


    (a)           Exercise Price. The
exercise price per Share subject to an Option shall be determined by the
Committee and set forth in the Award Agreement which may be a fixed or variable
price related to the Fair Market Value of the Shares.

    


    (b)           Time and Conditions of
Exercise. The Committee shall determine the time or times at which an
Option may be exercised in whole or in part, including exercise prior to
vesting; provided that
the term of any Option granted under the Plan shall not exceed ten (10) years,
except as provided in Section 11.2.  The Committee shall also
determine any conditions, if any, that must be satisfied before all or part of
an Option may be exercised.

    


    (c)           Payment. The
Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, to the extent
permitted by the Applicable Laws, (i) cash or check denominated in U.S. Dollars,
(ii) cash or check in Chinese Renminbi, (iii) cash or check denominated in any
other local currency as approved by the Committee, (iv) Shares held for such
period of time as may be required by the Committee in order to avoid adverse
financial accounting consequences and having a Fair Market Value on the date of
delivery equal to the aggregate exercise price of the Option or exercised
portion thereof, (v) at such times as the Shares are listed on a regulated
securities exchange, or are otherwise publicly traded, the delivery of a notice
that the Participant has placed a market sell order with a broker with respect
to Shares then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price; provided that payment of such
proceeds is then made to the Company upon settlement of such sale, (vi) an
election to have Shares, which otherwise would be issued on exercise, withheld
in payment of the exercise price, or (vi) any combination of the
foregoing.  Notwithstanding any other provision of the Plan to the
contrary, no Participant who is a member of the Board or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option in any method which would
violate Section 13(k) of the Exchange Act.

     

    
      
        
        

      

      
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    (d)           Evidence of Grant.
All Options shall be evidenced by an Award Agreement between the Company and the
Participant. The Award Agreement shall include such additional provisions as may
be specified by the Committee.

    


    5.2           Incentive Share
Options. Incentive Share Options shall be granted only to Employees of
the Company, a Parent or Subsidiary of the Company.  Incentive Share
Options may not be granted to Employees of a Related Entity.  The
terms of any Incentive Share Options granted pursuant to the Plan, in addition
to the requirements of Section 5.1, must comply with the following additional
provisions of this Section 5.2:

    


    (a)           Expiration of Option.
An Incentive Share Option may not be exercised to any extent by anyone after the
first to occur of the following events:

    


    (i)           Ten
(10) years from the date it is granted, unless an earlier time is set in the
Award Agreement;

    


    (ii)           One
month after the Participant’s termination of employment as an Employee;
and

    


    (iii)           One
year after the date of the Participant’s termination of employment or service on
account of Disability or death.  Upon the Participant’s Disability or
death, any Incentive Share Options exercisable at the Participant’s Disability
or death may be exercised by the Participant’s legal representative or
representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make
testamentary disposition of such Incentive Share Option or dies intestate, by
the person or persons entitled to receive the Incentive Share Option pursuant to
the applicable laws of descent and distribution.

    


    (b)           Individual Dollar
Limitation. The aggregate Fair Market Value (determined as of the time
the Option is granted) of all Shares with respect to which Incentive Share
Options are first exercisable by a Participant in any calendar year may not
exceed $100,000 or such other limitation as imposed by Section 422(d) of
the Code, or any successor provision.  To the extent that Incentive
Share Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Share
Options.

    


    (c)           Ten Percent Owners.
An Incentive Share Option shall be granted to any individual who, at the date of
grant, owns Shares possessing more than ten percent of the total combined voting
power of all classes of shares of the Company only if such Option is granted at
a price that is not less than 110% of Fair Market Value on the date of grant and
the Option is exercisable for no more than five years from the date of
grant.

     

    
      
        
        

      

      
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    (d)           Transfer Restriction.
The Participant shall give the Company prompt notice of any disposition of
Shares acquired by exercise of an Incentive Share Option within (i) two
years from the date of grant of such Incentive Share Option or (ii) one
year after the transfer of such Shares to the Participant.

    


    (e)           Expiration of Incentive
Share Options. No Award of an Incentive Share Option may be made pursuant
to this Plan after the tenth anniversary of the Effective Date.

    


    (f)           Right to Exercise.
During a Participant’s lifetime, an Incentive Share Option may be exercised only
by the Participant.

    


    5.3           Substitution of Share
Appreciation Rights. The Committee may provide in the Award Agreement
evidencing the grant of an Option that the Committee, in its sole discretion,
shall have to right to substitute a Share Appreciation Right for such Option at
any time prior to or upon exercise of such Option, provided that such Share
Appreciation Right shall be exercisable for the same number of shares of Share
as such substituted Option would have been exercisable for.

    


    ARTICLE
6

    RESTRICTED
SHARES

    


    6.1           Grant of Restricted
Shares. The Committee is authorized to make Awards of Restricted Shares
to any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted
Shares shall be evidenced by an Award Agreement.

    


    6.2           Issuance and
Restrictions. Restricted Shares shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Shares or the
right to receive dividends on the Restricted Share). These restrictions may
lapse separately or in combination at such times, pursuant to such
circumstances, in such installments, or otherwise, as the Committee determines
at the time of the grant of the Award or thereafter.

    


    6.3           Forfeiture. Except as
otherwise determined by the Committee at the time of the grant of the Award or
thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Shares that are at that time subject to
restrictions shall be forfeited; provided, however, that the
Committee may (a) provide in any Restricted Share Award Agreement that
restrictions or forfeiture conditions relating to Restricted Shares will be
waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Shares.

     

    
      
        
        

      

      
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    6.4           Certificates for Restricted
Shares. Restricted Shares granted pursuant to the Plan may be evidenced
in such manner as the Committee shall determine.  If certificates
representing Restricted Shares are registered in the name of the Participant,
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Shares, and the Company may, at
its discretion, retain physical possession of the certificate until such time as
all applicable restrictions lapse.

    


    ARTICLE
7

    SHARE
APPRECIATION RIGHTS

    


    7.1           Grant of Share Appreciation
Rights.

    


    (a)           A
Share Appreciation Right may be granted to any Participant selected by the
Committee.  A Share Appreciation Right shall be subject to such terms
and conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement.

    


    (b)           A
Share Appreciation Right shall entitle the Participant (or other person entitled
to exercise the Share Appreciation Right pursuant to the Plan) to exercise all
or a specified portion of the Share Appreciation Right (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
determined by multiplying the difference obtained by subtracting the exercise
price per share of the Share Appreciation Right from the Fair Market Value of a
Share on the date of exercise of the Share Appreciation Right by the number of
Shares with respect to which the Share Appreciation Right shall have been
exercised, subject to any limitations the Committee may impose.

    


    7.2           Payment and Limitations on
Exercise.

    


    (a)           Payment
of the amounts determined under Section 7.1(b) above shall be in cash, in
Shares (based on its Fair Market Value as of the date the Share Appreciation
Right is exercised) or a combination of both, as determined by the Committee in
the Award Agreement.

    


    (b)           To
the extent payment for a Share Appreciation Right is to be made in cash the
Award Agreements shall to the extent necessary to comply with the requirements
to Section 409A of the Code, specify the date of payment which may be
different than the date of exercise of the Share Appreciation
right.  If the date of payment for a Share Appreciation Right is later
than the date of exercise, the Award Agreement may specify that the Participant
be entitled to earnings on such amount until paid.

    


    (c)           To
the extent any payment under Section 7.1(b) is effected in Shares it shall
be made subject to satisfaction of all provisions of Article 5 above pertaining
to Options.

     

    
      
        
        

      

      
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    ARTICLE
8

    OTHER
TYPES OF AWARDS

    


    8.1           Dividend Equivalents.
Any Participant selected by the Committee may be granted Dividend Equivalents
based on the dividends declared on the Shares that are subject to any Award, to
be credited as of dividend payment dates, during the period between the date the
Award is granted and the date the Award is exercised, vests or expires, as
determined by the Committee.  Such Dividend Equivalents shall be
converted to cash or additional Shares by such formula and at such time and
subject to such limitations as may be determined by the Committee.

    


    8.2           Share Payments. Any
Participant selected by the Committee may receive Share Payments in the manner
determined from time to time by the Committee; provided, that unless
otherwise determined by the Committee such Share Payments shall be made in lieu
of base salary, bonus, or other cash compensation otherwise payable to such
Participant. The number of shares shall be determined by the Committee and may
be based upon the Performance Criteria or other specific criteria determined
appropriate by the Committee, determined on the date such Share Payment is made
or on any date thereafter.

    


    8.3           Deferred Shares. Any
Participant selected by the Committee may be granted an award of Deferred Shares
in the manner determined from time to time by the Committee. The number of
shares of Deferred Shares shall be determined by the Committee and may be linked
to such specific criteria determined to be appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by
the Committee. Shares underlying a Deferred Share award will not be issued until
the Deferred Share award has vested, pursuant to a vesting schedule or criteria
set by the Committee. Unless otherwise provided by the Committee, a Participant
awarded Deferred Shares shall have no rights as a Company shareholder with
respect to such Deferred Shares until such time as the Deferred Share Award has
vested and the Shares underlying the Deferred Share Award has been
issued.

    


    8.4           Restricted Share
Units. The Committee is authorized to make Awards of Restricted Share
Units to any Participant selected by the Committee in such amounts and subject
to such terms and conditions as determined by the Committee. At the time of
grant, the Committee shall specify the date or dates on which the Restricted
Share Units shall become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate. At the time of grant, the
Committee shall specify the maturity date applicable to each grant of Restricted
Share Units which shall be no earlier than the vesting date or dates of the
Award and may be determined at the election of the grantee. On the maturity
date, the Company shall transfer to the Participant one unrestricted, fully
transferable Share for each Restricted Share Unit scheduled to be paid out on
such date and not previously forfeited.  The Committee shall specify
the purchase price, if any, to be paid by the grantee to the Company for such
Shares.

    


    8.5           Term. Except as
otherwise provided herein, the term of any Award of Dividend Equivalents, Share
Payments, Deferred Share, or Restricted Share Units shall be set by the
Committee in its discretion.

     

    
      
        
        

      

      
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    8.6           Exercise or Purchase
Price. The Committee may establish the exercise or purchase price, if
any, of any Award of Deferred Share, Share Payments or Restricted Share Units;
provided, however, that
such price shall not be less than the par value of a Share, unless otherwise
permitted by Applicable Law.

    


    8.7           Exercise Upon Termination of
Employment or Service. An Award of Dividend Equivalents, Deferred Share,
Share Payments, and Restricted Share Units shall only be exercisable or payable
while the Participant is an Employee, Consultant or a member of the Board, as
applicable; provided,
however, that the Committee in its sole and absolute discretion may
provide that an Award of Dividend Equivalents, Share Payments, Deferred Share,
or Restricted Share Units may be exercised or paid subsequent to a termination
of employment or service, as applicable, or following a Change of Control of the
Company, or because of the Participant’s retirement, death or Disability, or
otherwise.

    


    8.8           Form of Payment.
Payments with respect to any Awards granted under this Article 8 shall be made
in cash, in Shares or a combination of both, as determined by the
Committee.

    


    8.9           Award Agreement. All
Awards under this Article 8 shall be subject to such additional terms and
conditions as determined by the Committee and shall be evidenced by an Award
Agreement.

    


    ARTICLE
9

    PROVISIONS
APPLICABLE TO AWARDS

    


    9.1           Stand-Alone and Tandem
Awards. Awards granted pursuant to the Plan may, in the discretion of the
Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan.  Awards granted in addition to or
in tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

    


    9.2           Award Agreement.
Awards under the Plan shall be evidenced by Award Agreements that set forth the
terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or
service terminates, and the Company’s authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind an Award.

    


    9.3           Limits on Transfer.
No right or interest of a Participant in any Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a
Subsidiary.  Except as otherwise provided by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of by a Participant other
than by will or the laws of descent and distribution. The Committee by express
provision in the Award or an amendment thereto may permit an Award (other than
an Incentive Share Option) to be transferred to, exercised by and paid to
certain persons or entities related to the Participant, including but not
limited to members of the Participant’s family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members of
the Participant’s family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a “blind trust” in connection with the Participant’s
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company’s lawful issue of
securities.

     

    
      
        
        

      

      
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    9.4           Beneficiaries.
Notwithstanding Section 10.3, a Participant may, in the manner determined
by the Committee, designate a beneficiary to exercise the rights of the
Participant and to receive any distribution with respect to any Award upon the
Participant’s death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant’s
spouse as his or her beneficiary with respect to more than 50% of the
Participant’s interest in the Award shall not be effective without the prior
written consent of the Participant’s spouse.  If no beneficiary has
been designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution.  Subject to the foregoing, a beneficiary designation may
be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

    


    9.5           Share Certificates.
Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing shares of Share
pursuant to the exercise of any Award, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all Applicable Laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the Shares are listed or traded.  All Share certificates
delivered pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Shares are listed, quoted, or
traded.  The Committee may place legends on any Share certificate to
reference restrictions applicable to the Share.  In addition to the
terms and conditions provided herein, the Board may require that a Participant
make such reasonable covenants, agreements, and representations as the Board, in
its discretion, deems advisable in order to comply with any such laws,
regulations, or requirements. The Committee shall have the right to require any
Participant to comply with any timing or other restrictions with respect to the
settlement or exercise of any Award, including a window-period limitation, as
may be imposed in the discretion of the Committee.

     

    
      
        
        

      

      
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    9.6           Paperless
Administration. Subject to Applicable Laws, the Committee may make
Awards, provide applicable disclosure and procedures for exercise of Awards by
an internet website or interactive voice response system for the paperless
administration of Awards.

    


    9.7           Foreign Currency. A
Participant may be required to provide evidence that any currency used to pay
the exercise price of any Award was acquired and taken out of the jurisdiction
in which the Participant resides in accordance with Applicable Laws, including
foreign exchange control laws and regulations.  In the event the
exercise price for an Award is paid in Chinese Renminbi or other foreign
currency, as permitted by the Committee, the amount payable will be determined
by conversion from U.S. dollars at the official rate promulgated by the People’s
Bank of China for Chinese Renminbi, or for jurisdictions other than the People’s
Republic of China, the exchange rate as selected by the Committee on the date of
exercise.

    


    ARTICLE
10

    CHANGES
IN CAPITAL STRUCTURE

    


    10.1           Adjustments. In the
event of any dividend, share split, combination or exchange of Shares,
amalgamation, arrangement or consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to its
shareholders, or any other change affecting the Shares or the share price of a
Share, the Committee shall make such proportionate adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such change with
respect to (a) the aggregate number and type of shares that may be issued
under the Plan (including, but not limited to, adjustments of the limitations in
Section 3.1); (b) the terms and conditions of any outstanding Awards
(including, without limitation, any applicable performance targets or criteria
with respect thereto); and (c) the grant or exercise price per share for
any outstanding Awards under the Plan.

    


    10.2           Acceleration upon a Change
of Control. Except as may otherwise be provided in any Award Agreement or
any other written agreement entered into by and between the Company and a
Participant, if a Change of Control occurs and a Participant’s Options,
Restricted Share or Share Appreciation Rights settled in Shares are not
converted, assumed, or replaced by a successor, such Awards shall become fully
exercisable and all forfeiture restrictions on such Awards shall lapse; and
provided such Change of Control is a change in the ownership or effective
control of the Company or in the ownership of or a substantial portion of the
assets of the Company within the meaning of Section 409A of the Code, then
all Restricted Share Units, Deferred Share and Performance Share shall become
deliverable upon the Change of Control.  Upon, or in anticipation of,
a Change of Control, the Committee may in its sole discretion provide for
(a) any and all Awards outstanding hereunder to terminate at a specific
time in the future and shall give each Participant the right to exercise such
Awards during a period of time as the Committee shall determine, (b) either
the purchase of any Award for an amount of cash equal to the amount that could
have been attained upon the exercise of such Award or realization of the
Participant’s rights had such Award been currently exercisable or payable or
fully vested (and, for the avoidance of doubt, if as of such date the Committee
determines in good faith that no amount would have been attained upon the
exercise of such Award or realization of the Participant’ s rights, then such
Award may be terminated by the Company without payment), (iii) the
replacement of such Award with other rights or property selected by the
Committee in its sole discretion the assumption of or substitution of such Award
by the successor or surviving corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of Shares and prices, or
(iv) provide for payment of Awards in cash based on the value of Shares on
the date of the Change of Control plus reasonable interest on the Award through
the date such Award would otherwise be vested or have been paid in accordance
with its original terms, if necessary to comply with Section 409A of the
Code.

     

    
      
        
        

      

      
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    10.3           Outstanding Awards -
Corporate Transactions. In the event of a Corporate Transaction, each
Award will terminate upon the consummation of the Corporate Transaction, unless
the Award is assumed by the successor entity or Parent thereof in connection
with the Corporate Transaction. Except as provided
otherwise in an individual Award Agreement, in the event of a Corporate
Transaction and:

    


    (a)           the
Award either is (x) assumed by the successor entity or Parent thereof or
replaced with a comparable Award (as determined by the Committee) with respect
to shares of the capital stock of the successor entity or Parent thereof or
(y) replaced with a cash incentive program of the successor entity which
preserves the compensation element of such Award existing at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to such Award, then such Award (if assumed),
the replacement Award (if replaced), or the cash incentive program automatically
shall become fully vested, exercisable and payable and be released from any
restrictions on transfer (other than transfer restrictions applicable to
Options) and repurchase or forfeiture rights, immediately upon termination of
the Participant’s employment or service with all Service Recipient within twelve
(12) months of the Corporate Transaction without cause; and

    


    (b)           For
each Award that is neither assumed nor replaced, such portion of the Award shall
automatically become fully vested and exercisable and be released from any
repurchase or forfeiture rights (other than repurchase rights exercisable at
Fair Market Value) for all of the Shares at the time represented by such portion
of the Award, immediately prior to the specified effective date of such
Corporate Transaction, provided that the Participant remains an Employee,
Consultant or Director on the effective date of the Corporate
Transaction.

    


    10.4           Outstanding Awards - Other
Changes. In the event of any other change in the capitalization of the
Company or corporate change other than those specifically referred to in this
Article 10, the Committee may, in its absolute discretion, make such adjustments
in the number and class of shares subject to Awards outstanding on the date on
which such change occurs and in the per share grant or exercise price of each
Award as the Committee may consider appropriate to prevent dilution or
enlargement of rights.

    


    10.5           No Other Rights.
Except as expressly provided in the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of Shares of any class, the
payment of any dividend, any increase or decrease in the number of shares of any
class or any dissolution, liquidation, merger, or consolidation of the Company
or any other corporation.  Except as expressly provided in the Plan or
pursuant to action of the Committee under the Plan, no issuance by the Company
of shares of any class, or securities convertible into shares of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number of shares subject to an Award or the grant or exercise price of any
Award.

     

    
      
        
        

      

      
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    ARTICLE
11

    ADMINISTRATION

    


    11.1           Committee. The Plan
shall be administered by the Compensation Committee of the Board; provided, however that the
Compensation Committee may delegate to a committee the authority to grant or
amend Awards to Participants other than Independent Directors and executive
officers of the Company (such committee being the “Committee”).  The
Committee shall consist of two or more individuals who are officers and/or
directors of the Company. Reference to the Committee shall refer to the Board
until such time as a Compensation Committee has been appointed by the Board, or
the Compensation Committee ceases to exist and the Board does not appoint a
successor Committee.  Notwithstanding the foregoing, the full Board,
acting by majority of its members in office shall conduct the general
administration of the Plan if required by Applicable Law, and with respect to
Awards granted to Independent Directors and executive officers of the Company
and for purposes of such Awards the term “Committee” as used in the Plan shall
be deemed to refer to the Board.

    


    11.2           Action by the
Committee. A majority of the Committee shall constitute a
quorum.  The acts of a majority of the members present at any meeting
at which a quorum is present, and acts approved in writing by a majority of the
Committee in lieu of a meeting, shall be deemed the acts of the
Committee.  Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member
by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation
consultant or other professional retained by the Company to assist in the
administration of the Plan.

    


    11.3           Authority of
Committee. Subject to any specific designation in the Plan, the Committee
has the exclusive power, authority and discretion to:

    


    (a)           Designate
Participants to receive Awards;

    


    (b)           Determine
the type or types of Awards to be granted to each Participant;

    


    (c)           Determine
the number of Awards to be granted and the number of Shares to which an Award
will relate;

    


    (d)           Determine
the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on the Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, any provisions related to non-competition and
recapture of gain on an Award, based in each case on such considerations as the
Committee in its sole discretion determines;

     

    
      
        
        

      

      
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    (e)           Determine
whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Shares,
other Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;

    


    (f)           Prescribe
the form of each Award Agreement, which need not be identical for each
Participant;

    


    (g)           Decide
all other matters that must be determined in connection with an
Award;

    


    (h)           Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan;

    


    (i)           Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and

    


    (j)           Make
all other decisions and determinations that may be required pursuant to the Plan
or as the Committee deems necessary or advisable to administer the
Plan.

    


    11.4           Decisions Binding.
The Committee’s interpretation of the Plan, any Awards granted pursuant to the
Plan, any Award Agreement and all decisions and determinations by the Committee
with respect to the Plan are final, binding, and conclusive on all
parties.

    


    11.5           Rule 16b-3 Plan. The
Plan is intended to comply with all applicable conditions of Rule 16b-3 (and all
subsequent revisions thereof) promulgated under the Exchange Act of 1934. To the
extent any provision of the Plan or action by the Board or Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.  In addition, the Board may amend
the Plan from time to time, as it deems necessary in order to meet the
requirements of any amendments to Rule 16b-3 without the consent of the
shareholders of the Company.

    


    ARTICLE
12

    EFFECTIVE
AND EXPIRATION DATE

    


    12.1           Effective Date. The
Plan shall be effective as of the date the Plan is approved by the Board (the
“Effective
Date”), provided that within one year of the Effective Date the Plan
shall have been approved by the shareholders of the Company.  The date
on which the shareholders approve the Plan shall be referred to herein as the
“Shareholder Adoption
Date.”  The Plan will be deemed to be approved by the
shareholders if it receives the affirmative vote of the holders of a majority of
the share capital of the Company present or represented and entitled to vote at
a meeting duly held in accordance with the applicable provisions of the
Company’s Articles of Incorporation or Bylaws.  Between the Effective
Date and the Shareholder Adoption  Date, the Committee may grant
Options to any persons pursuant to the terms of the Plan, provided that none of
such persons shall be allowed to exercise the Options prior to the Shareholder
Adoption Date.

     

    
      
        
        

      

      
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    12.2           Expiration Date. The
Plan will expire on, and no Award may be granted pursuant to the Plan after, the
tenth anniversary of the Effective Date.  Any Awards that are
outstanding on the tenth anniversary of the Effective Date shall remain in force
according to the terms of the Plan and the applicable Award
Agreement.

    


    ARTICLE
13

    AMENDMENT,
MODIFICATION, AND TERMINATION

    


    13.1           Amendment, Modification, And
Termination. With the approval of the Board, at any time and from time to
time, the Committee may terminate, amend or modify the Plan; provided, however, that
(a) to the extent necessary and desirable to comply with any applicable
law, regulation, or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) shareholder approval is required for any amendment to the
Plan that (i) increases the number of Shares available under the Plan
(other than any adjustment as provided by Article 10), (ii) permits the
Committee to grant Options with an exercise price that is below Fair Market
Value on the date of grant, (iii) permits the Committee to extend the
exercise period for an Option beyond ten (10) years from the date of grant, or
(iv) results in a material increase in benefits or a change in eligibility
requirements.

    


    13.2           Awards Previously
Granted. Except with respect to amendments made pursuant to
Section 14.14, no termination, amendment, or modification of the Plan shall
adversely affect in any material way any Award previously granted pursuant to
the Plan without the prior written consent of the Participant.

    


    ARTICLE
14

    GENERAL
PROVISIONS

    


    14.1           No Rights to Awards.
No Participant, employee, or other person shall have any claim to be granted any
Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Participants, employees, and other persons
uniformly.

    


    14.2           No Shareholders
Rights. No Award gives the Participant any of the rights of a Shareholder
of the Company unless and until Shares are in fact issued to such person in
connection with such Award.

     

    
      
        
        

      

      
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    14.3           Taxes. No Shares
shall be delivered under the Plan to any Participant until such Participant has
made arrangements acceptable to the Committee for the satisfaction of any income
and employment tax withholding obligations under Applicable Laws, including
without limitation the PRC tax laws, rules, regulations and government orders or
the U.S. Federal, state or local tax laws, as applicable.  The Company
or any Subsidiary shall have the authority and the right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy federal, state, local and foreign taxes (including the Participant’s
payroll tax obligations) required by law to be withheld with respect to any
taxable event concerning a Participant arising as a result of this Plan. The
Committee may in its discretion and in satisfaction of the foregoing requirement
allow a Participant to elect to have the Company withhold Shares otherwise
issuable under an Award (or allow the return of Shares) having a Fair Market
Value equal to the sums required to be withheld. Notwithstanding any other
provision of the Plan, the number of Shares which may be withheld with respect
to the issuance, vesting, exercise or payment of any Award (or which may be
repurchased from the Participant of such Award after such Shares were acquired
by the Participant from the Company) in order to satisfy the Participant’s
federal, state, local and foreign income and payroll tax liabilities with
respect to the issuance, vesting, exercise or payment of the Award shall, unless
specifically approved by the Committee, be limited to the number of Shares which
have a Fair Market Value on the date of withholding or repurchase equal to the
aggregate amount of such liabilities based on the minimum statutory withholding
rates for federal, state, local and foreign income tax and payroll tax purposes
that are applicable to such supplemental taxable income.

     

    14.4           No Right to Employment or
Services. Nothing in the Plan or any Award Agreement shall interfere with
or limit in any way the right of the Service Recipient to terminate any
Participant’s employment or services at any time, nor confer upon any
Participant any right to continue in the employ or service of any Service
Recipient.

    


    14.5           Unfunded Status of
Awards. The Plan is intended to be an “unfunded” plan for incentive
compensation.  With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

    


    14.6           Indemnification. To
the extent allowable pursuant to applicable law, each member of the Committee or
of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action or failure to act pursuant to the Plan and
against and from any and all amounts paid by him or her in satisfaction of
judgment in such action, suit, or proceeding against him or her; provided he or she gives the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own
behalf.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
pursuant to the Company’s Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or
hold them harmless.

    


    14.7           Relationship to other
Benefits. No payment pursuant to the Plan shall be taken into account in
determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any
Subsidiary except to the extent otherwise expressly provided in writing in such
other plan or an agreement thereunder.

     

    
      
        
        

      

      
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    14.8           Expenses. The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.

    


    14.9           Titles and Headings.
The titles and headings of the Sections in the Plan are for convenience of
reference only and, in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.

    


    14.10        Fractional Shares. No
fractional shares shall be issued and the Committee shall determine, in its
discretion, whether cash shall be given in lieu of fractional shares or whether
such fractional shares shall be eliminated by rounding up or down as
appropriate.

    


    14.11        Limitations Applicable to
Section 16 Persons. Notwithstanding any other provision of the Plan, the
Plan, and any Award granted or awarded to any Participant who is then subject to
Section 16 of the Exchange Act, shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule.  To the
extent permitted by applicable law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.

    


    14.12       
Government and Other
Regulations. The obligation of the Company to make payment of awards in
Share or otherwise shall be subject to all Applicable Laws, rules, and
regulations, and to such approvals by government agencies as may be
required.  The Company shall be under no obligation to register any of
the Shares paid pursuant to the Plan under the Securities Act or any other
similar law in any applicable jurisdiction.  If the Shares paid
pursuant to the Plan may in certain circumstances be exempt from registration
pursuant to the Securities Act or other Applicable Laws the Company may restrict
the transfer of such shares in such manner as it deems advisable to ensure the
availability of any such exemption.

    


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

    


    14.14        Section 409A. To
the extent that the Committee determines that any Award granted under the Plan
is or may become subject to Section 409A of the Code, the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by
Section 409A of the Code.  To the extent applicable, the Plan and
the Award Agreements shall be interpreted in accordance with Section 409A
of the Code and the U.S. Department of Treasury regulations and other
interpretative guidance issued thereunder, including without limitation any such
regulation or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of the Plan to the contrary, in the event that
following the Effective Date the Committee determines that any Award may be
subject to Section 409A of the Code and related Department of Treasury
guidance (including such Department of Treasury guidance as may be issued after
the Effective Date), the Committee may adopt such amendments to the Plan and the
applicable Award agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, that the Committee determines is necessary or appropriate to
(a) exempt the Award from Section 409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or
(b) comply with the requirements of Section 409A of the Code and
related U.S. Department of Treasury guidance.

     

    
      
        
        

      

      
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    14.14        Appendices. The
Committee may approve such supplements, amendments or appendices to the Plan as
it may consider necessary or appropriate for purposes of compliance with
applicable laws or otherwise and such supplements, amendments or appendices
shall be considered a part of the Plan; provided, however, that no such
supplements shall increase the share limitations contained in Sections 3.1 and
3.3 of the Plan.

    


    * * * *
*

    


    I hereby certify that the foregoing
Plan was duly adopted by the Board of Directors of Emerald Dairy Inc. on March
2, 2009.

    


    * * * *
*

    


    I hereby certify that the foregoing
Plan was approved by the majority shareholders of Emerald Dairy Inc. on March 2,
2009.

    


    Executed on this 2nd day of March,
2009.

     

    
      
        
          
            
              
                
                  	
                        	
                        	
                           /s/
      Shu Kaneko

                        	 
	 	 	
                          Corporate
      Secretary

                        	 


                

              

            

          

        

      

    

     

    
      
        
        

      

      
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