Exhibit
      10.15

    


     

    


    


    


    


    STOCK
      OPTION PLAN

    


    FOR

    


    FIRSTPLUS
      FINANCIAL GROUP, INC.

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

    

      
        	 	 	
                Page

              
	 	 	 
	
                1.

              	
                Purpose

              	
                1

              
	 	 	 
	
                2.

              	
                Definitions

              	
                1

              
	 	 	 
	
                3.

              	
                Available
                  Shares

              	
                5

              
	 	 	 
	
                4.

              	
                Conditions
                  for Grant of Options

              	
                5

              
	 	 	 
	
                5.

              	
                Grant
                  of Options

              	
                6

              
	 	 	 
	
                6.

              	
                Option
                  Price

              	
                6

              
	 	 	 
	
                7.

              	
                Exercise
                  and Exercisability of Options

              	
                6

              
	 	 	 
	
                8.

              	
                Termination
                  of Option Period

              	
                7

              
	 	 	 
	
                9.

              	
                Incentive
                  Stock Options for 10% Shareholder

              	
                8

              
	 	 	 
	
                10.

              	
                Options

              	
                8

              
	 	 	 
	
                11.

              	
                Acceleration
                  and Cancellation

              	
                8

              
	 	 	 
	
                12.

              	
                Adjustment of Shares

              	
                8

              
	 	 	 
	
                13.

              	
                Transferability
                  of Options or Restricted Stock

              	
                9

              
	 	 	 
	
                14.

              	
                Issuance
                  of Shares

              	
                10

              
	 	 	 
	
                15.

              	
                Restricted
                  Stock Grants

              	
                11

              
	 	 	 
	
                16.

              	
                Administration
                  of the Plan

              	
                12

              
	 	 	 
	
                17.

              	
                Interpretation

              	
                13

              
	 	 	 
	
                18.

              	
                Specific
                  Performance

              	
                13

              
	 	 	 
	
                19.

              	
                Amendment
                  and Discontinuation of the Plan

              	
                13

              
	 	 	 
	
                20.

              	
                Effective
                  Date and Termination Date

              	
                14

              


      

    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     

    STOCK
      OPTION PLAN

    


    FOR

    


    FIRSTPLUS
      FINANCIAL GROUP, INC.

    


    


    1. Purpose.
      The
      primary purpose of this Stock Option Plan is to advance the interests of
      FIRSTPLUS Financial Group, Inc. by providing an additional incentive in the
      form
      of stock options and restricted stock to attract and retain qualified and
      competent employees upon whose efforts and judgment its success is largely
      dependent.

     

    2. Definitions.
      As used
      herein, the following terms shall have the meaning indicated:

     

    (a) “Available
      Shares” shall
      mean, at each time of reference, the total number of Shares described
      in Section
      3
      with
      respect to which the Committee may Grant an Option or Restricted
      Stock.

     

    (b) “Board”
shall
      mean the Board of Directors of the Company.

     

    (c) “Cause”
shall
      mean,
      as
      determined by the Board and unless otherwise provided in an applicable
      employment agreement with the Company or a Subsidiary Corporation, (i) gross
      negligence or willful misconduct in connection with the performance of duties,
      (ii) conviction of a criminal offense (other than minor traffic offenses),
      or
      (iii) material breach of any term of any employment, consulting or other
      services, confidentiality, intellectual property or non-competition agreements,
      if any, between the Employee and the Company or a Subsidiary
      Corporation.

     

    (d) “Change
      in Control”
shall
      mean:

     

    
      	 	
              (i)

            	
              a
                dissolution or liquidation, or sale of substantially all of the operating
                assets of the Company;

            


    

     

    
      	 	
              (ii)

            	
              a
                merger or consolidation (other than a merger effecting a re-incorporation
                of the Company in another state or any other merger or a consolidation
                in
                which the shareholders of the surviving corporation and their
                proportionate interests therein immediately after the merger or
                consolidation are substantially identical to the shareholders of
                the
                Company and their proportionate interests therein immediately prior
                to the
                merger or consolidation) in which the Company is not the surviving
                corporation (or survives only as a subsidiary of another corporation
                in a
                transaction in which the shareholders of the parent of the Company
                and
                their proportionate interests therein immediately after the transaction
                are not substantially identical to the shareholders of the Company
                and
                their proportionate interests therein immediately prior to the
                transaction; provided, however, that the Board of Directors may at
                any
                time prior to such a merger or consolidation provide by resolution
                that
                the foregoing provisions of this parenthetical shall not apply if
                a
                majority of the board of directors of such parent immediately after
                the
                transaction consists of individuals who constituted a majority of
                the
                Board of Directors immediately prior to the transaction);
                or

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	 	
              (iii)

            	
              an
                event where (i) any “person” (as such term is used in Sections 13(d) and
                14(d)(2) of the Exchange Act) other than an employee stock ownership
                plan
                or the Company, becomes the beneficial owner (as such term is used
                in
                Section 13(d) of the Exchange Act), directly or indirectly, of securities
                of the Company representing fifty percent (50%) or more of the combined
                voting power of the Company’s then outstanding securities, or (ii) the
                Board of Directors ceases to consist of a majority of Continuing
                Directors; provided that “Continuing Directors” shall mean a member of the
                Board of Directors who either (iii) is a member of the Board of Directors
                on the effective date of the Plan or (iv) is nominated or appointed
                to
                serve as a Director by a majority of the then Continuing
                Directors.

            


    

     

    (e) “Code” shall
      mean the Internal Revenue Code of 1986, as now or hereafter amended, and
      corresponding guidance thereunder.

     

    (f) “Committee” shall
      mean the committee, if any, appointed by the Board pursuant to Section 16
      hereof, and for convenience of reference, all references herein to
      administration shall be to the Committee, but shall be understood to refer
      to
      the Board if the Committee is not appointed at the time of reference. Unless
      the
      Board determines otherwise, the Committee shall be comprised solely of not
      less
      than two (2) or more members of the Board, each of whom shall be both a
“Non-Employee Director,” as that term is defined in Rule 16b-3(b)(3)(i) of
      the Exchange Act, and an “outside director” within the meaning of
      Section 162(m) of the Code.

     

    (g) “Company” shall
      mean FIRSTPLUS Financial Group, Inc., a Nevada corporation.

     

    (h) “Director”
shall
      mean a member of the Board.

     

    (i) “Date
      of Grant”
shall
      mean the date on which the Committee takes formal action to Grant an Option
      or
      Restricted Stock, provided that it is followed, as soon as reasonably possible,
      by written notice to the Eligible Person receiving the Option or Restricted
      Stock.

     

    (j) “Disability”
      shall
      mean an Optionee’s or Grantee’s present incapacity resulting from an injury or
      illness (either mental or physical) which, in the reasonable opinion of the
      Committee based on such medical evidence as it deems necessary, will result
      in
      death or can be expected to continue for a period of at least twelve (12) months
      and will prevent the Optionee or Grantee from performing the normal services
      required of the Optionee or Grantee by the Company, provided, however, that
      such
      disability did not result, in whole or in part: (i) from chronic alcoholism;
      (ii) from addiction to narcotics; (ii) from a felonious undertaking; or (iv)
      from an intentional self-inflicted wound; provided, however, for Incentive
      Stock
      Options, “disability” shall have the meaning set forth in Section 22(e)(3) of
      the Code.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (k) “Eligible
      Person”
shall
      mean such persons who are (1) officers, Directors, or Employees of the Company,
      or (2) Employees of Olé Auto Group, Inc. and who, in the Committee’s sole
      discretion, are providing services which will play a key role in the performance
      of the Company or Olé Auto Group, Inc.

     

    (l) “Employee” shall
      mean those persons who are shown as employees on the employment records of
      the
      Company or a Subsidiary Corporation and for whom the Company or a Subsidiary
      Corporation has an obligation to withhold income taxes from wages paid to such
      persons as provided under Section 3401(c) of the Code.

     

    (m) “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended from time to time,
      including applicable regulations thereunder.

     

    (n) “Fair
      Market Value”
shall
      mean the price at which Shares would exchange hands between a willing buyer
      and
      willing seller, neither of whom are under compulsion to buy or sell, as
      determined by the Committee in their sole discretion; provided however
      that:

     

    
      	 	
              (i)

            	
              If
                the Stock was traded over-the-counter on the date in question but
                was not
                traded on the Nasdaq Capital Market, Nasdaq Global Market or Nasdaq
                Global
                Select Market, then the Fair Market Value shall be equal to the last
                transaction price quoted for such date by the OTC Bulletin Board
                or, if
                not so quoted, shall be equal to the mean between the last reported
                representative bid and asked prices quoted for such date by the principal
                automated inter-dealer quotation system on which the Stock is quoted
                or,
                if the Stock is not quoted on any such system, by the “Pink Sheets”
                published by the National Quotation Bureau,
                Inc.;

            


    

     

    
      	 	
              (ii)

            	
              If
                the Stock was traded on a United States stock exchange, including
                without
                limitation the Nasdaq Capital Market, Nasdaq Global Market or Nasdaq
                Global Select Market, on the date in question, then the Fair Market
                Value
                shall be equal to the closing
                sales price for such stock (or the closing bid, if no sales were
                reported)
                as quoted on such exchange or system on the Date of Grant, or if
                unavailable, for the last market trading day prior to Date of Grant,
                as
                reported in The
                Wall Street Journal or
                such other source as the Committee deems
                reliable;

            


    

     

    
      	 	
              (iii)

            	
              at
                such time as the Shares are not readily tradable on a national stock
                exchange or quoted on NASDAQ, it shall mean a value determined by
                the
                Committee that is based upon the facts and circumstances, takes into
                consideration relevant factors and which is determined by the reasonable
                application of a reasonable valuation method, including without limiting
                the generality of the forgoing, a valuation determined by an independent
                appraisal.
                

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (o) “Grant”
      means
      an
      award of an Option or Restricted Stock under the Plan.

     

    (p) “Grantee”
      shall
      mean a person to whom Restricted Stock is granted, or any person who succeeds
      to
      the rights of such person under this Plan by reason of the death of such
      person.

     

    (q) “Incentive
      Stock Option”
shall
      mean an Option that is an incentive stock option as defined in Section 422(b)
      of
      the Code.

     

    (r) “Nonqualified
      Stock Option”
shall
      mean an Option that is not an “Incentive Stock Option” as defined in Section
      422(b) of the Code.

     

    (s) “Option”
(when
      capitalized) shall mean any Incentive Stock Option and Nonqualified Stock Option
      granted under this Plan, except that, where it shall be appropriate to identify
      a specific type of Option, reference shall be made to the specific type of
      Option.

     

    (t) “Optionee”
shall
      mean a person to whom an Option is granted, or any person who succeeds to the
      rights of such person under this Plan by reason of the death of such
      person.

     

    (u) “Option
      Price”
shall
      mean the price per Share which is required to be paid by the Optionee in order
      to exercise his right to acquire the Share under the terms of the
      Option.

     

    (v) “Parent
      Corporation”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company if, at the time of the granting of the Option or
      Restricted Stock, each of the corporations other than the Company owns stock
      possessing 50% or more of the total combined voting power of all classes of
      stock in one of the other corporations in such chain.

     

    (w) “Plan”
shall
      mean this Stock Option Plan for FIRSTPLUS Financial Group, Inc.

     

    (x) “Restricted
      Stock” shall
      mean Shares awarded to a Grantee pursuant to Section 15 hereof, that are subject
      to restrictions and risk of forfeiture.

     

    (y) “Restricted
      Stock Agreement”
      shall
      mean the Restricted Stock Agreement between the Company and the Grantee that
      evidences and sets out the terms and conditions of the Grant of Restricted
      Stock.

     

    (z) “Share(s)”
shall
      mean a share or shares of the Stock (as defined herein).

     

    (aa) “Stock”
shall
      mean the common stock, $.01 par value, of the Company.

     

    (bb) “Subsidiary
      Corporation”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the time of the granting of the Option or
      Restricted Stock, each of the corporations other than the last corporation
      in
      the unbroken chain owns stock possessing fifty percent (50%) or more of the
      total combined voting power of all classes of stock in one of the other
      corporations in such chain.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3. Available
      Shares.
      The
      Committee may Grant Options or Restricted Stock to Eligible Persons from time
      to
      time which will entitle such Eligible Persons, subject to satisfaction of
      whatever requirements are imposed by the Committee, to acquire an aggregate
      of
      up to four million five hundred thousand (4,500,000) Shares from Shares held
      in
      the Company’s treasury or from authorized and unissued Shares. The maximum
      number of Shares which may be reserved for issue pursuant to Incentive Stock
      Options under this Plan shall be four million five hundred thousand (4,500,000).
      If any Option or Restricted Stock Agreement shall terminate, expire or be
      canceled, exchanged or surrendered, in whole or in part, then new Options or
      Restrict Stock may be granted with respect to any Shares no longer subject
      to
      purchase under such Option or Restricted Stock Agreement.
      Notwithstanding the preceding paragraphs, the maximum number of Shares which
      may
      be granted under an Option in any fiscal year to an Employee of the Company
      or a
      Subsidiary Corporation shall not exceed four million five hundred thousand
      (4,500,000) Shares of common stock.

     

    4. Conditions
      for Grant of Options. 

     

    (a) Options
      shall only be granted to such one (1) or more Eligible Persons as shall be
      selected by the Committee. 

     

    (b) In
      granting Options, the Committee shall take into consideration the contribution
      the Eligible Person has made or may be reasonably expected to make to the
      success of the Company and such other factors as the Committee shall determine.
      The Committee shall also have the authority to consult with and receive
      recommendations from officers and other personnel of the Company with regard
      to
      these matters. The Committee may from time to time, in granting Options under
      the Plan, prescribe such other terms and conditions concerning such Options
      as
      it deems appropriate, including, without limitation, relating an Option to
      achievement of specific goals established by the Committee or to the continued
      employment of the Eligible Person for a specified period of time, provided
      that
      such terms and conditions are not inconsistent with the provisions of this
      Plan,
      and the Committee may amend Options, subject to the same conditions and with
      the
      consent of the affected Optionee.

     

    (c) The
      Options granted to Eligible Persons shall be in addition to regular salaries,
      pension, life insurance, or other benefits related to their service to the
      Company. Neither the Plan nor any Option granted under the Plan shall confer
      upon any person any right to continuance of employment by the Company, and
      provided, further, that nothing herein shall be deemed to limit the ability
      of
      the Company to enter into any other compensation arrangements with any Eligible
      Person.

     

    (d) The
      Committee shall determine in each case whether periods of military or government
      service shall constitute a continuation of employment for the purposes of this
      Plan or any Option. Absence
      on leave approved by an officer of the Company or of any Subsidiary Corporation
      authorized to give such approval shall not be considered an interruption of
      employment for any purpose under this Plan, but only so long as such Employee’s
      approved leave of absence, measured from the first day of his or her leave
      of
      absence, has not exceeded the greater of: (i) ninety (90) days, or (ii) the
      period during which such Employee’s right to reemployment with the Company or
      with a Subsidiary Corporation (or, for purposes of Incentive Stock Options
      only,
      with a Parent Corporation or Subsidiary Corporation) is guaranteed either by
      statute or contract. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    5. Grant
      of Options. 

     

    (a) An
      Option
      granted hereunder shall be either an Incentive Stock Option or a Nonqualified
      Stock Option, shall be evidenced by a written agreement that shall contain
      such
      provisions as shall be selected by the Committee, will incorporate the terms
      of
      this Plan by reference (although such terms may be modified by the express
      terms
      of the Option), and which clearly shall state whether it is an Incentive Stock
      Option or a Nonqualified Stock Option; provided, further, that an Incentive
      Stock Option will be granted only to an Eligible Person who is an Employee
      on
      the Date of Grant.

     

    (b) The
      aggregate Fair Market Value (determined as of the Date of Grant) of the Shares
      with respect to which any Incentive Stock Option is exercisable for the first
      time by an Optionee during any calendar year under the Plan and all such plans
      of the Company and any Parent Corporation and Subsidiary Corporation shall
      not
      exceed $100,000.

     

    6. Option
      Price.

     

    (a) The
      Option Price shall be any price determined by the Committee; provided, however,
      that the Option Price shall not be less than one hundred percent (100%) of
      the
      Fair Market Value of a Share on the Date of Grant. 

     

    (b) Unless
      further limited by the Committee in any Option, the Option Price of any Shares
      purchased shall be paid solely in cash, by certified or cashier’s check, or by
      money order; provided, however, that the Committee may accept a personal check
      in full or partial payment of any Shares. 

     

    7. Exercise
      and Exercisability of Options.

     

    (a) An
      Option
      shall be deemed exercised when (i) the Committee has received written notice
      of
      such exercise in accordance with the terms of the Option, and (ii) full payment
      of the aggregate Option Price of the Shares as to which the Option is exercised
      has been made. Separate Share certificates shall be issued by the Company for
      any Shares acquired as a result of exercising an Incentive Stock Option and
      a
      Nonqualified Stock Option.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (b) Each
      Option shall become exercisable, in whole or in part and cumulatively, and
      shall
      expire, according to the terms of this Plan and the Option. Unless otherwise
      provided in the Option at the discretion of the Committee, the
      Option Shares shall vest and become vested Option Shares on the dates set forth
      in the following vesting schedule: 

     

    (i) 1/3
      of
      the Shares on the Date of Grant.

    


    (ii) 1/3
      of
      the Shares on the first (1rd)
      anniversary of Date of Grant.

    


    (iii) 1/3
      of
      the Shares on the second (2nd)
      anniversary of Date of Grant.

    


    (c) The
      Board, in its sole discretion, may accelerate (i) the date on which Shares
      subject to an Option become vested, (ii) the date on which all or any portion
      of
      an Option becomes exercisable, or (iii) both. However, notwithstanding anything
      in the Plan to the contrary, an Option shall become fully, 100% vested and
      exercisable immediately upon death of the Optionee, Disability, or a Change
      in
      Control.

     

    (d) The
      right
      to exercise each Option shall be accelerated if there is a Change in Control
      to
      the date of the Change in Control, and the Optionee shall receive a cash payment
      from the Committee equal to the difference between the Option Price and the
      Fair
      Market Value as of the date of the Change in Control.

     

    8. Termination
      of Option Period.
      In the
      case of an Option granted to an Optionee who is not an Employee or Director
      on
      the Date of Grant, the unexercised portion of the Option shall automatically
      and
      without notice terminate and become null and void in accordance with the terms
      of the Option but, without limitation and regardless of the terms of the Option,
      in no event later than the date set forth in Section 8(iv) below. In the case
      of
      an Option granted to an Optionee who is an Employee or Director on the Date
      of
      Grant, unless the terms of an Option expressly provide for a different date
      of
      termination, the unexercised portion of an Option shall automatically and
      without notice terminate and become null and void at the time of the earliest
      to
      occur of the following:

     

    
      	 	
              (i)

            	
              immediately
                upon termination of employment (or termination of service as a Director)
                with the Company as a result, in whole or in material part, of a
                discharge
                for Cause; or

            


    

     

    
      	 	
              (ii)

            	
              the
                60th day following Optionee’s termination of employment (or termination of
                service as a Director) with the Company for any reason except Cause;
                provided, however, that if the Optionee shall die during such sixty
                (60)
                day period, he or she will be deemed to have terminated employment
                (or
                termination of service as a Director) as a result of death, and the
                termination of the Option will be governed by (iii);
                or

            


    

     

    
      	 	
              (iii)

            	
              on
                the 180th day following a termination of employment (or termination
                of
                service as a Director) by reason of death or Disability;
                or

            


    

     

    
      	 	
              (iv)

            	
              the
                tenth (10th) anniversary of the Date of
                Grant.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    9. Incentive
      Stock Options for 10% Shareholder.
      Notwithstanding any other provisions of the Plan to the contrary, an Incentive
      Stock Option shall not be granted to any Employee owning directly (or indirectly
      through attribution under Section 424(d) of the Code) at the Date of Grant
      stock
      possessing more than ten percent (10%) of the total combined voting power of
      all
      classes of stock of the Company (or of its Parent Corporation or Subsidiary
      Corporation at the Date of Grant) unless the Option Price of such Incentive
      Stock Option is at least 110% of the Fair Market Value on the Date of Grant
      of
      the Shares subject to such Incentive Stock Option and the period during which
      the Incentive Stock Option may be exercised does not exceed five (5) years
      from
      the Date of Grant.

     

    10. Options.
      Options
      may be granted hereunder and shall contain such terms and provisions as shall
      be
      determined by the Committee, except that each such Option must be clearly
      designated as a Nonqualified Stock Option or Incentive Stock Option, as
      applicable. With respect to Nonqualified Stock Options, each such Nonqualified
      Stock Option: (i) may be granted for Shares which become exercisable in excess
      of the limits contained in Section 5(b),
      and
      (ii) shall not be subject to Section 9
      hereof.
      If both Incentive Stock Options and Nonqualified Stock Options are granted
      to an
      Optionee, the right to exercise, to the full extent thereof, Options of either
      type shall not be contingent in whole or in part upon the exercise of, or
      failure to exercise, Options of the other type.

     

    11. Acceleration
      and Cancellation.
      Notwithstanding any provision hereof to the contrary, if (through acceleration
      or otherwise) the Shares subject to an Option are fully vested, and the Option
      is fully exercisable, on or before the date of consummation of a transaction
      described in Section 12(e),
      the
      Committee, in its discretion, may (i) replace the Shares subject to an Option
      with a cash payment equal to the difference between the Option Price and the
      Fair Market Value of the Shares subject to an Option at the time of the
      transaction described in Section 12(e)
      if the
      Fair Market Value is greater than the Option Price at such time, or (ii) by
      giving written notice (“Cancellation Notice”), effective upon the date of the
      consummation of such transaction, all or any portion of such Option which
      remains unexercised on such date. Such Cancellation Notice shall be given a
      reasonable period of time (but not less than fifteen (15) days) prior to the
      proposed date of such cancellation and may be given either before or after
      shareholder approval of such transaction.

     

    12. Adjustment of Shares. 

     

    (a) If
      at any
      time while the Plan is in effect or Options are outstanding, there shall be
      any
      increase or decrease in the number of issued and outstanding Shares through
      the
      declaration of a stock dividend or through any recapitalization resulting in
      a
      stock split-up, combination, or exchange of Shares, then and in such event,
      an
      appropriate adjustment shall be made in the number of Shares and the Option
      Price per Share then subject to any outstanding Option so that the same
      proportion of the issued and outstanding Shares shall remain subject to purchase
      at the same aggregate Option Price.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b) The
      Committee may change the terms of Options outstanding under this Plan, with
      respect to the Option Price or the number of Shares subject to the Options,
      or
      both, when, in the Committee’s judgment, such adjustments become appropriate by
      reason of a corporate transaction (as defined in applicable Treasury
      Regulations); provided, however, that the Committee may not change an Incentive
      Stock Option into a Nonqualified Stock Option, and may only change the terms
      of
      each such Option such that (i) the excess of the aggregate Fair Market Value
      of
      the Shares subject to the Option, over the aggregate Option Price of such
      Shares, determined immediately after the substitution or assumption is not
      more
      than the excess of the aggregate Fair Market Value of the Shares subject to
      the
      Option over the aggregate Option Price of such Shares, determined immediately
      before such substitution or assumption, and (ii) in the case of an Option that
      is an Incentive Stock Option, the substitution of the new Incentive Stock
      Option, or the assumption of the old Incentive Stock Option, does not give
      the
      Optionee additional benefits which he did not have under the old Incentive
      Stock
      Option.

     

    (c) Except
      as
      otherwise expressly provided herein, the issuance by the Company of shares
      of
      its capital stock of any class, or securities convertible into shares of capital
      stock of any class, either in connection with direct sale or upon the exercise
      of rights or warrants to subscribe therefor, or upon conversion of shares or
      obligations of the Company convertible into such shares or other securities,
      shall not affect, and no adjustment by reason thereof shall be made with respect
      to Shares subject to Options granted under the Plan.

     

    (d) Without
      limiting the generality of the foregoing, the existence of outstanding Options
      shall not affect in any manner the right or power of the Company to make,
      authorize, or consummate (1) any or all adjustments, recapitalizations,
      reorganizations, or other changes in the Company’s capital structure or its
      business; (2) any merger or consolidation of the Company where it is the
      surviving company; (3) any issue by the Company of debt securities, or preferred
      or preference stock which would rank above the Shares subject to outstanding
      Options; (4) any merger or consolidation of the Company where it is the
      surviving company; or (5) any other corporate act or proceeding, whether of
      a
      similar character or otherwise.

     

    (e) Without
      limiting the generality of the foregoing, the existence of outstanding Options
      shall not affect in any manner the right or power of the Company to make,
      authorize or consummate (1) a Change in Control; (2) any merger or consolidation
      of the Company where it is not the surviving company; (3) the dissolution or
      liquidation of the Company; (4) any sale, transfer or assignment of all or
      any
      part of the assets or business of the Company; or (5) any other corporate act
      or
      proceeding of a similar character.

     

    13. Transferability
      of Options or Restricted Stock.
      Unless
      otherwise expressly provided in such Option, Restricted Stock Agreement, or
      in
      this Plan, including an express reference to this Section, each Option or
      Restricted Stock shall not be transferable by the Optionee or Grantee otherwise
      than by will or the laws of descent and distribution and that so long as a
      Optionee or Grantee lives, only such Optionee or Grantee or his or her guardian
      or legal representative shall have the rights set forth in such Option or
      Restricted Stock Agreement; provided, however, that a shareholder of the Company
      may make the following transfers with regard to shares subject to Nonqualified
      Stock Options or Restricted Stock with the express written consent of the
      Committee (and such transfers, notwithstanding any Plan provision to the
      contrary, shall be deemed not to be a Change in Control):

     

    
      
         

      

      
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    (a) to
      any
      trust that is created solely for the benefit of any shareholder, any spouse
      of
      any shareholder or any lineal descendant of any shareholder;

     

    (b) to
      any
      individual by bona fide gift;

     

    (c) to
      any
      spouse or former spouse pursuant to the terms of a decree of
      divorce;

     

    (d) to
      any
      officer or employee of the Company; and 

     

    (e) to
      any
      family member of the Optionee.

     

    14. Issuance
      of Shares.

     

    (a) No
      person
      shall be, or have any of the rights or privileges of, the owner of Shares
      subject to an Option or Restricted Stock Agreement unless and until certificates
      representing such Shares shall have been issued and delivered to such person.
      As
      a condition of any issuance of Shares, the Committee may obtain such agreements
      or undertakings, if any, as the Committee may deem necessary or advisable to
      assure compliance with any such law or regulation including, but not limited
      to,
      the following as applicable:

     

    
      	 	
              (i)

            	
              a
                representation, warranty, or agreement by the person receiving such
                Shares
                to the Company, at the time any Shares are transferred, that he is
                acquiring the Shares to be issued to him for investment and not with
                a
                view to, or for sale in connection with, the distribution of any
                such
                Shares; and 

            


    

     

    
      	 	
              (ii)

            	
              a
                representation, warranty, or agreement to be bound by any legends
                that
                are, in the opinion of the Committee, necessary or appropriate to
                comply
                with the provisions of any securities law deemed by the Committee
                to be
                applicable to the issuance of the Shares and are endorsed upon the
                Share
                certificates.

            


    

     

    (b) As
      a
      condition of any issuance of Shares, the Committee may obtain such agreements
      or
      undertakings, if any, as the Committee may deem necessary or advisable to insure
      that the Optionee or Grantee is bound with respect to any restrictions that
      may
      be contained in any stock ownership agreement being used by the Company at
      the
      time of exercise or with respect to any restrictions imposed upon any
      shareholders by underwriters in connection with a public offering of securities
      of the Company; and, further, that if the Shares are offered for sale to a
      person other than the Company prior to a public offering, such Shares will
      be
      offered for sale to the Company on comparable terms, which agreement may take
      the form of a right of first refusal containing such terms as shall be
      determined in the sole discretion of the Committee, including, without
      limitation, the purchaser’s agreement to remain bound by the terms of any
      applicable stock ownership agreement.

     

    
      
         

      

      
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    (c) Notwithstanding
      any provision hereof to the contrary, no Shares shall be required to be issued
      with respect to the exercise of an Option or pursuant to a Grant of Restricted
      Stock unless counsel for the Company shall be reasonably satisfied that such
      issuance will be in compliance with applicable federal or state securities
      laws.
If,
      at
      any time, counsel
      for the Company or
      the
      Committee shall determine that the listing, registration, or qualification
      of
      the Shares subject to any Option or Grant of Restricted Stock on any securities
      exchange or under any applicable law, or the consent or approval of any
      governmental regulatory authority, is necessary or desirable as a condition
      of,
      or in connection with, the granting of an Option or Restricted Stock, or the
      issuance of Shares thereunder, such Option may not be exercised, in whole or
      in
      part, unless such listing, registration, qualification, consent, or approval
      shall have been effected or obtained free of any conditions not acceptable
      to
      the Committee.

     

    15. Restricted
      Stock Grants.
      The
      Board may from time to time grant Restricted Stock to such one (1) or more
      Eligible Persons as shall be selected by the Committee, subject to such
      restrictions, conditions, and other terms as the Board may
      determine.

     

    (a) At
      the
      time a Grant of Restricted Stock is made, the Board shall establish a
      restriction period applicable to such Restricted Stock. Each Grant of Restricted
      Stock may be subject to a different restriction period. The Board may, in its
      sole discretion, at the time a Grant of Restricted Stock is made, prescribe
      conditions that must be satisfied prior to the expiration of the restriction
      period, including the satisfaction of corporate or individual performance
      objectives or continued service, in order that all or any portion of the
      Restricted Stock shall vest. 

     

    The
      Board
      also may, in its sole discretion, shorten or terminate the restriction period
      or
      waive any of the conditions applicable to all or a portion of the Restricted
      Stock. Notwithstanding any provision of the Plan, including, but not limited
      to
      Section 13, the Restricted Stock may not be sold, transferred, assigned,
      pledged, or otherwise encumbered or disposed of during the restriction period
      or
      prior to the satisfaction of any other conditions prescribed by the Board with
      respect to such Restricted Stock.

     

    (b) The
      Company shall issue, in the name of each Grantee to whom Restricted Stock has
      been granted, Share certificates representing the total number of Shares of
      Restricted Stock granted to the Grantee, as soon as reasonably practicable
      after
      the Date of Grant. The Board may provide in a Restricted Stock Agreement that
      either (i) the Secretary of the Company shall hold such certificates for the
      Grantee’s benefit until such time as the Restricted Stock is forfeited to the
      Company or the restrictions lapse, or (ii) such certificates shall be delivered
      to the Grantee, provided, however, that such certificates shall bear a legend
      that complies with the applicable securities laws and regulations and makes
      appropriate reference to the restrictions imposed under the Plan and the
      Restricted Stock Agreement.

     

    (c) The
      holders of Restricted Stock shall have the right to vote such Shares but shall
      not have the right to receive any dividends declared or paid with respect to
      such Shares. 

     

    
      
         

      

      
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    (d) Unless
      otherwise provided by the Board in the applicable Restricted Stock Agreement,
      upon the termination of a Grantee’s service with the Company or a Subsidiary
      Corporation, any Shares
      of
      Restricted Stock held by such Grantee that have not vested, or with respect
      to
      which all applicable restrictions and conditions have not lapsed, shall
      immediately be deemed forfeited. Upon forfeiture of Restricted Stock, the
      Grantee shall have no further rights with respect to such Grant, including
      but
      not limited to any right to vote Restricted Stock or any right to receive
      dividends with respect to Shares
      of
      Restricted Stock. 

     

    For
      purposes of all Restricted Stock Agreements, the
      Committee shall determine in each case whether periods of military or government
      service shall constitute a continuation of employment for the purposes of this
      Plan or any Grant of Restricted Stock. Absence
      on leave approved by an officer of the Company or of any Subsidiary Corporation
      authorized to give such approval shall not be considered an interruption of
      employment for any purpose under this Plan, but only so long as such Employee’s
      approved leave of absence, measured from the first day of his or her leave
      of
      absence, has not exceeded the greater of: (i) ninety (90) days, or (ii) the
      period during which such Employee’s right to reemployment with the Company or
      with a Subsidiary Corporation is guaranteed either by statute or contract.
      

    


    (e) The
      Grantee shall be required to purchase the Restricted Stock from the Company
      at a
      purchase price equal to the greater of (i) the aggregate par value of the Shares
      represented by such Restricted Stock, or (ii) the purchase price, if any,
      specified in the Restricted Stock Agreement relating to such Restricted Stock.
      The purchase price shall be paid solely in cash, by certified or cashier’s
      check, or by money order; provided, however, that the Committee may accept
      a
      personal check in full or partial payment of the purchase price, or in the
      discretion of the Board, in consideration for past services rendered to the
      Company or a Subsidiary Corporation. The purchase price of a Share of Restricted
      Stock shall be not less than one hundred percent (100%) of the Fair Market
      Value
      on the Date of Grant of a Share. Upon the expiration or termination of the
      restriction period and the satisfaction of any other conditions prescribed
      by
      the Board, having properly paid the purchase price, the restrictions applicable
      to shares of Restricted Stock shall lapse, and, unless otherwise provided in
      the
      Restricted Stock Agreement, a Share certificate for such Shares shall be
      delivered, free of all such restrictions, to the Grantee or the Grantee’s
      beneficiary or estate, as the case may be. 

     

    16. Administration
      of the Plan.

     

    (a) The
      Plan
      shall be administered by the Committee consisting of two
      (2)
      or more members of the Board, each of whom shall be both a “Non-Employee
      Director,” as that term is defined in Rule 16b-3(b)(3)(i) of the Exchange
      Act and an “outside director” within the meaning of Section 162(m) of the
      Code;
      provided, however, that if the Board has not appointed a Committee at the time
      of reference, the Board shall be the Committee for all purposes hereof. Any
      member of the Committee may be removed at any time, with or without cause,
      by
      resolution of the Board and any vacancy occurring in the membership of the
      Committee may be filled by the Board’s appointment of a new member. Except for
      the powers reserved to the Board as set forth in this Section 16(a) to appoint
      the Committee and remove members of, and fill vacancies on, the Committee and
      such other powers as set forth in Section 19 hereof, the Committee shall have
      all of the powers with respect to the Plan.

     

    
      
         

      

      
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    (b) The
      Committee, from time to time, may adopt rules and regulations for carrying
      out
      the purposes of the Plan. The determinations under, and the interpretations
      of,
      any provision of the Plan, Option, or Restricted Stock Agreement by the
      Committee shall, in all cases, be in its sole discretion and shall be final
      and
      conclusive with respect to the subject matter thereof; provided, further, that
      a
      determination by, or interpretation of, the Committee with respect to a matter
      shall not affect or otherwise limit its right and ability, in its sole
      discretion, to make a different determination or interpretation in another
      matter, even if such matter has similar facts or circumstances. 

     

    (c) Any
      and
      all determinations and interpretations of the Committee (and the Board, under
      Section 16(a) and Section 19, shall be made either (i) by a majority vote of
      the
      members at a meeting duly called, or (ii) without a meeting, by the written
      approval of all members.

     

    (d) No
      member
      of the Board or Committee shall be liable for any action taken or omitted to
      be
      taken by him or her or by any other member of the Board or Committee with
      respect to the Plan, except where such action or inaction constitutes gross
      negligence or willful misconduct.

     

    17. Interpretation.

     

    (a) If
      any
      provision of the Plan is held invalid for any reason, such holding shall not
      affect the remaining provisions hereof, but instead the Plan shall be construed
      and enforced as if such provision had never been included in the
      Plan.

     

    (b) THIS
      PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF  TEXAS.

     

    (c) Headings
      contained in this Plan are for convenience only and shall in no manner be
      construed as part of this Plan.

     

    (d) Any
      reference to the masculine, feminine, or neuter gender shall be a reference
      to
      such other gender as is appropriate.

     

    18. Specific
      Performance.
      Each
      party to this Plan shall be entitled to enforce the terms and provisions of
      this
      Plan, including the remedy of specific performance, in Dallas County,
      Texas.

     

    19. Amendment
      and Discontinuation of the Plan.
      The
      Board may from time to time amend the Plan; provided, however, that (except
      to
      the extent provided in Section 12
      hereof)
      no such amendment may, without approval by the shareholders of the Company,
      (a) increase the number of Available Shares or change the class of Eligible
      Persons, (b) permit the granting of Options which expire beyond the maximum
      ten (10) year period described in Subsection 8(iv),
      or (c)
      extend the termination date of the Plan as set forth in Section 20; and
      provided, further, that (except to the extent provided in Section 11
      hereof)
      no amendment or suspension of the Plan, or any Option or Restricted Stock issued
      hereunder, shall, except as specifically permitted in any Option or Restricted
      Stock Agreement, substantially impair any Option or Restricted Stock previously
      granted to any Optionee or Grantee without the consent of such Optionee or
      Grantee.

     

    
      
         

      

      
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    20. Effective
      Date and Termination Date.
      The
      Effective Date of the Plan is December 12, 2006, and the Plan shall terminate
      on
      the tenth (10th)
      anniversary of such date;
      provided, however, that any Options or Restricted Stock that remain outstanding
      at such time shall not terminate and shall remain in full force and effect
      pursuant to the terms of the Plan until such Options or Restricted Stock are
      no
      longer outstanding.

     

    Notwithstanding
      the foregoing, unless the Plan has been approved by the shareholders of the
      Company in the manner required by Section 422(b)(1) of the Code, the Plan and
      all Options granted hereunder shall be null and void ab
      initio.

     

    
      
         

      

      
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