Ex 4.1


    Exhibit
      4.1

    


    


    SYSTEMS
      EVOLUTION, INC.

    SECOND
      AMENDED 2006 STOCK INCENTIVE PLAN

     

    1.
         Purpose.    The
      purpose of the Second Amended 2006 Stock Incentive Plan of Systems Evolution,
      Inc. is to further align the interests of employees, directors and non-employee
      Consultants with those of the stockholders by providing incentive compensation
      opportunities tied to the performance of the Common Stock and by promoting
      increased ownership of the Common Stock by such individuals. The Plan is also
      intended to advance the interests of the Company and its stockholders by
      attracting, retaining and motivating key personnel upon whose judgment,
      initiative and effort the successful conduct of the Company’s business is
      largely dependent. 

     

    2.
         Definitions.    Wherever
      the following capitalized terms are used in the Plan, they shall have the
      meanings specified below: 

     

    “Affiliate”
      means
      (i) any entity that would be treated as an “affiliate” of the Company for
      purposes of Rule 12b-2 under the Exchange Act and (ii) any joint venture or
      other entity in which the Company has a direct or indirect beneficial ownership
      interest representing at least one-third (1/3) of the aggregate voting power
      of
      the equity interests of such entity or one-third (1/3) of the aggregate fair
      market value of the equity interests of such entity, as determined by the
      Committee.

     

    “Award”
      means an
      award of a Stock Option, Stock Award, or Restricted Stock Award granted under
      the Plan. 

     

    “Award
      Agreement”
      means a
      written or electronic agreement entered into between the Company and a
      Participant setting forth the terms and conditions of an Award granted to a
      Participant. 

     

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

     

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

     

    “Common
      Stock”
      means
      the Company’s common stock, no par value per share. 

     

    “Committee”
      means
      the Compensation Committee of the Board, or such other committee of the Board
      appointed by the Board to administer the Plan, or if no such committee exists,
      the Board. 

     

    “Company”
      means
Systems
      Evolution, Inc., an Idaho corporation.
      

    


    “Consultant”
      means
      any
      person which is a consultant or advisor to the Company and which is a natural
      person and who provides bona fide services to the Company which are not in
      connection with the offer or sale of securities in a capital-raising transaction
      for the Company, and do not directly or indirectly promote or maintain a market
      for the Company’s securities.

    


    “Date
      of Grant”
      means
      the date on which an Award under the Plan is made by the Committee, or such
      later date as the Committee may specify to be the effective date of an Award.
      

     

    “Disability”
      means a
      Participant being considered “disabled” within the meaning of Section
      409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement.
      

     

    “Eligible
      Person”
      means
      any person who is an employee of the Company or any Affiliate or any person
      to
      whom an offer of employment with the Company or any Affiliate is extended,
      as
      determined by the Committee, or any person who is a Non-Employee Director,
      or
      any person who is Consultant to the Company.

     

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

     

    “Fair
      Market Value”
      means
      the mean between the highest and lowest reported sales prices of the Common
      Stock on the New York Stock Exchange Composite Tape or, if not listed on such
      exchange, on any other national securities exchange on which the Company’s
      common stock is listed or on The Nasdaq Stock Market, or, if not so listed
      on
      any other national securities exchange or The Nasdaq Stock Market, then the
      average of the bid price of the Company’s common stock during the last five
      trading days on the OTC Bulletin Board immediately preceding the last trading
      day prior to the date with respect to which the Fair Market Value is to be
      determined. If the Company’s common stock is not then publicly traded, then the
      Fair Market Value of the Common Stock shall be the book value of the Company
      per
      share as determined on the last day of March, June, September, or December
      in
      any year closest to the date when the determination is to be made. For the
      purpose of determining book value hereunder, book value shall be determined
      by
      adding as of the applicable date called for herein the capital, surplus, and
      undivided profits of the Company, and after having deducted any reserves
      theretofore established; the sum of these items shall be divided by the number
      of shares of the Company’s common stock outstanding as of said date, and the
      quotient thus obtained shall represent the book value of each share of the
      Company’s common stock.

     

    “Incentive
      Stock Option”
      means a
      Stock Option granted under Section 6 hereof that is intended to meet the
      requirements of Section 422 of the Code and the regulations thereunder.


     

    “Non-Employee
      Director”
      means
      any member of the Board who is not an employee of the Company. 

     

    “Nonqualified
      Stock Option”
      means a
      Stock Option granted under Section 6 hereof that is not an Incentive Stock
      Option. 

     

    “Participant”
      means
      any Eligible Person who holds an outstanding Award under the Plan. 

     

    “Plan”
      means
      the Second
      Amended 2006 Stock Incentive Plan of Systems Evolution, Inc.
      as set
      forth herein, as amended from time to time. 

    


    “Restricted
      Stock Award”
      means a
      grant of shares of Common Stock to an Eligible Person under Section 8 hereof
      that are issued subject to such vesting and transfer restrictions as the
      Committee shall determine and set forth in an Award Agreement. 

     

    “Service”
      means a
      Participant’s employment with the Company or any Affiliate or a Participant’s
      service as a Non-Employee Director with the Company, as applicable.


     

    “Stock
      Award”
      means a
      grant of shares of Common Stock to an Eligible Person under Section 7 hereof
      that are issued free of transfer restrictions and forfeiture conditions.


     

    “Stock
      Option”
      means a
      contractual right granted to an Eligible Person under Section 6 hereof to
      purchase shares of Common Stock at such time and price, and subject to such
      conditions, as are set forth in the Plan and the applicable Award Agreement.
      

     

    3.
         Administration. 

     

    3.1    Committee
      Members.    The
      Plan shall be administered by a Committee comprised of one or more members
      of
      the Board, or if no such committee exists, the Board.

     

    3.2    Committee
      Authority.    The
      Committee shall have such powers and authority as may be necessary or
      appropriate for the Committee to carry out its functions as described in the
      Plan. Subject to the express limitations of the Plan, the Committee shall have
      authority in its discretion to determine the Eligible Persons to whom, and
      the
      time or times at which, Awards may be granted, the number of shares, units
      or
      other rights subject to each Award, the exercise, base or purchase price of
      an
      Award (if any), the time or times at which an Award will become vested,
      exercisable or payable, the performance goals and other conditions of an Award,
      the duration of the Award, and all other terms of the Award. Subject to the
      terms of the Plan, the Committee shall have the authority to amend the terms
      of
      an Award in any manner that is not inconsistent with the Plan, provided that
      no
      such action shall adversely affect the rights of a Participant with respect
      to
      an outstanding Award without the Participant’s consent. The Committee shall also
      have discretionary authority to interpret the Plan, to make factual
      determinations under the Plan, and to make all other determinations necessary
      or
      advisable for Plan administration, including, without limitation, to correct
      any
      defect, to supply any omission or to reconcile any inconsistency in the Plan
      or
      any Award Agreement hereunder. The Committee may prescribe, amend, and rescind
      rules and regulations relating to the Plan. The Committee’s determinations under
      the Plan need not be uniform and may be made by the Committee selectively among
      Participants and Eligible Persons, whether or not such persons are similarly
      situated. The Committee shall, in its discretion, consider such factors as
      it
      deems relevant in making its interpretations, determinations and actions under
      the Plan including, without limitation, the recommendations or advice of any
      officer or employee of the Company or such attorneys, consultants, accountants
      or other advisors as it may select. All interpretations, determinations and
      actions by the Committee shall be final, conclusive, and binding upon all
      parties. 

     

    3.3    Delegation
      of Authority.    The
      Committee shall have the right, from time to time, to delegate to one or more
      officers of the Company the authority of the Committee to grant and determine
      the terms and conditions of Awards granted under the Plan, subject to the
      requirements of state law and such other limitations as the Committee shall
      determine. In no event shall any such delegation of authority be permitted
      with
      respect to Awards to any members of the Board or to any Eligible Person who
      is
      subject to Rule 16b-3 under the Exchange Act or Section 162(m) of the Code.
      The
      Committee shall also be permitted to delegate, to any appropriate officer or
      employee of the Company, responsibility for performing certain ministerial
      functions under the Plan. In the event that the Committee’s authority is
      delegated to officers or employees in accordance with the foregoing, all
      provisions of the Plan relating to the Committee shall be interpreted in a
      manner consistent with the foregoing by treating any such reference as a
      reference to such officer or employee for such purpose. Any action undertaken
      in
      accordance with the Committee’s delegation of authority hereunder shall have the
      same force and effect as if such action was undertaken directly by the Committee
      and shall be deemed for all purposes of the Plan to have been taken by the
      Committee. 

     

    4.
         Shares Subject to the Plan. 

     

    4.1    Maximum
      Share Limitations.    Subject
      to Section 4.3 hereof, the maximum aggregate number of shares of Common Stock
      that may be issued and sold under all Awards granted under the Plan shall be
      150,000,000
      shares.
      Shares of Common Stock issued and sold under the Plan may be either authorized
      but unissued shares or shares held in the Company’s treasury. To the extent that
      any Award involving the issuance of shares of Common Stock is forfeited,
      cancelled, returned to the Company for failure to satisfy vesting requirements
      or other conditions of the Award, or otherwise terminates without an issuance
      of
      shares of Common Stock being made thereunder, the shares of Common Stock covered
      thereby will no longer be counted against the foregoing maximum share
      limitations and may again be made subject to Awards under the Plan pursuant
      to
      such limitations. Any Awards or portions thereof that are settled in cash and
      not in shares of Common Stock shall not be counted against the foregoing maximum
      share limitations. 

     

    4.2    Adjustments.
         If
      there shall occur any change with respect to the outstanding shares of Common
      Stock by reason of any recapitalization, reclassification, stock dividend,
      extraordinary dividend, stock split, or other distribution with respect to
      the
      shares of Common Stock, or any merger, reorganization, consolidation,
      combination, spin-off or other similar corporate change, or any other change
      affecting the Common Stock, the Committee may, in the manner and to the extent
      that it deems appropriate and equitable to the Participants and consistent
      with
      the terms of the Plan, cause an adjustment to be made in (i) the maximum number
      and kind of shares provided in Section 4.1 hereof, (ii) the number and kind
      of
      shares of Common Stock, or other rights subject to then outstanding Awards,
      (iii) the exercise or base price for each share or other right subject to then
      outstanding Awards, and (iv) any other terms of an Award that are affected
      by
      the event. Notwithstanding the foregoing, in the case of Incentive Stock
      Options, any such adjustments shall, to the extent practicable, be made in
      a
      manner consistent with the requirements of Section 424(a) of the Code.


    


    4.3
      Anti-Dilution.
      Notwithstanding anything contained in the Plan to cover the contrary, including
      any adjustments discussed in this Section 4, the maximum aggregate number of
      shares of Common Stock that may be issued and sold under all Awards granted
      under the Plan shall be anti-dilutive in the event of a reverse stock split
      by
      the Company and shall not result in any reduction in the number of shares
      available and authorized under the Plan at the effective time of such reverse
      stock split(s).

    


    5.
         Participation and Awards.

     

    5.1    Designations
      of Participants.    All
      Eligible Persons are eligible to be designated by the Committee to receive
      Awards and become Participants under the Plan. The Committee has the authority,
      in its discretion, to determine and designate from time to time those Eligible
      Persons who are to be granted Awards, the types of Awards to be granted and
      the
      number of shares of Common Stock or units subject to Awards granted under the
      Plan. In selecting Eligible Persons to be Participants and in determining the
      type and amount of Awards to be granted under the Plan, the Committee shall
      consider any and all factors that it deems relevant or appropriate.


     

    5.2    Determination
      of Awards.    The
      Committee shall determine the terms and conditions of all Awards granted to
      Participants in accordance with its authority under Section 3.2 hereof. An
      Award
      may consist of one type of right or benefit hereunder or of two or more such
      rights or benefits granted in tandem or in the alternative. In the case of
      any
      fractional share or unit resulting from the grant, vesting, payment or crediting
      of dividends or dividend equivalents under an Award, the Committee shall have
      the discretionary authority to (i) disregard such fractional share or unit,
      (ii)
      round such fractional share or unit to the nearest lower or higher whole share
      or unit, or (iii) convert such fractional share or unit into a right to receive
      a cash payment. To the extent deemed necessary by the Committee, an Award shall
      be evidenced by an Award Agreement as described in Section 11.1 hereof.


     

    6.
         Stock Options. 

     

    6.1    Grant
      of Stock Options.    A
      Stock Option may be granted to any Eligible Person selected by the Committee.
      Subject to the provisions of Section 6.8 hereof and Section 422 of the Code,
      each Stock Option shall be designated, in the discretion of the Committee,
      as an
      Incentive Stock Option or as a Nonqualified Stock Option. 

     

    6.2    Exercise
      Price.    The
      exercise price per share for any Stock Option shall be determined by the
      Committee in its discretion on the Date of Grant.

    


    6.3    Vesting
      of Stock Options.    The
      Committee shall in its discretion prescribe the time or times at which, or
      the
      conditions upon which, a Stock Option or portion thereof shall become vested
      and/or exercisable, and may accelerate the vesting or exercisability of any
      Stock Option at any time, provided, however, that any Stock Option shall vest
      at
      the rate of at least twenty percent (20%) per year over five (5) years from
      the
      date the Stock Option is granted, subject to reasonable conditions as may be
      provided for in the Award Agreement. However, in the case of a Stock Option
      granted to officers, Non-employee Directors, managers or Consultants of the
      Company, the Stock Option may become fully exercisable, subject to reasonable
      conditions, at anytime or during any period established by the Company. The
      requirements for vesting and exercisability of a Stock Option may be based
      on
      the continued Service of the Participant with the Company or its Affiliates
      for
      a specified time period (or periods) or on the attainment of specified
      performance goals established by the Committee in its discretion. 

     

    6.4    Term
      of Stock Options.    The
      Committee shall in its discretion prescribe in an Award Agreement the period
      during which a vested Stock Option may be exercised, provided that the maximum
      term of a Stock Option shall be ten years from the Date of Grant. Except as
      otherwise provided in this Section 6 or as otherwise may be provided by the
      Committee, no Stock Option issued to an employee or a Non-Employee Director
      of
      the Company may be exercised at any time during the term thereof unless the
      employee or a Non-Employee Director Participant is then in the Service of the
      Company or one of its Affiliates. 

     

    6.5    Termination
      of Service.    Subject
      to Section 6.8 hereof with respect to Incentive Stock Options, the Stock Option
      of any Participant whose Service with the Company or one of its Affiliates
      is
      terminated for any reason shall terminate on the earlier of (A) the date that
      the Stock Option expires in accordance with its terms or (B) unless otherwise
      provided in an Award Agreement, and except for termination for cause (as
      described in Section 10.2 hereof), the expiration of the applicable time period
      following termination of Service, in accordance with the following: (1) twelve
      months if Service ceased due to Disability, (2) eighteen months if Service
      ceased at a time when the Participant is eligible to elect immediate
      commencement of retirement benefits at a specified retirement age under a
      pension plan to which the Company or any of its Affiliates had made
      contributions, (3) eighteen months if the Participant died while in the Service
      of the Company or any of its Affiliates, or (iv) three months if Service ceased
      for any other reason. During the foregoing applicable period, except as
      otherwise specified in the Award Agreement or in the event Service was
      terminated by the death of the Participant, the Stock Option may be exercised
      by
      such Participant in respect of the same number of shares of Common Stock, in
      the
      same manner, and to the same extent as if he or she had remained in the
      continued Service of the Company or any Affiliate during the first three months
      of such period; provided that no additional rights shall vest after such three
      months. The Committee shall have authority to determine in each case whether
      an
      authorized leave of absence shall be deemed a termination of Service for
      purposes hereof, as well as the effect of a leave of absence on the vesting
      and
      exercisability of a Stock Option. Unless otherwise provided by the Committee,
      if
      an entity ceases to be an Affiliate of the Company or otherwise ceases to be
      qualified under the Plan or if all or substantially all of the assets of an
      Affiliate of the Company are conveyed (other than by encumbrance), such
      cessation or action, as the case may be, shall be deemed for purposes hereof
      to
      be a termination of the Service. 

     

    6.6    Stock
      Option Exercise; Tax Withholding.    Subject
      to such terms and conditions as shall be specified in an Award Agreement, a
      Stock Option may be exercised in whole or in part at any time during the term
      thereof by notice in the form required by the Company, together with payment
      of
      the aggregate exercise price therefor and applicable withholding tax. Payment
      of
      the exercise price shall be made in the manner set forth in the Award Agreement,
      unless otherwise provided by the Committee: (i) in cash or by cash equivalent
      acceptable to the Committee, (ii) by payment in shares of Common Stock that
      have
      been held by the Participant for at least six months (or such period as the
      Committee may deem appropriate, for accounting purposes or otherwise) valued
      at
      the Fair Market Value of such shares on the date of exercise, (iii) through
      an
      open-market, broker-assisted sales transaction pursuant to which the Company
      is
      promptly delivered the amount of proceeds necessary to satisfy the exercise
      price, (iv) by a combination of the methods described above or (v) by such
      other
      method as may be approved by the Committee and set forth in the Award Agreement.
      In addition to and at the time of payment of the exercise price, the Participant
      shall pay to the Company the full amount of any and all applicable income tax,
      employment tax and other amounts required to be withheld in connection with
      such
      exercise, payable under such of the methods described above for the payment
      of
      the exercise price as may be approved by the Committee and set forth in the
      Award Agreement.

     

    6.7    Limited
      Transferability of Nonqualified Stock Options.    All
      Stock Options shall be nontransferable except (i) upon the Participant’s death,
      in accordance with Section 11.2 hereof or (ii) in the case of Nonqualified
      Stock
      Options only, for the transfer of all or part of the Stock Option to a
      Participant’s “family member” (as defined for purposes of the Form S-8
      registration statement under the Securities Act of 1933), as may be approved
      by
      the Committee in its discretion at the time of proposed transfer. The transfer
      of a Nonqualified Stock Option may be subject to such terms and conditions
      as
      the Committee may in its discretion impose from time to time. Subsequent
      transfers of a Nonqualified Stock Option shall be prohibited other than in
      accordance with Section 11.2 hereof. 

     

    6.8    Additional
      Rules for Incentive Stock Options. 

     

    (a)    Eligibility.
         An
      Incentive Stock Option may only be granted to an Eligible Person who is
      considered an employee for purposes of Treasury Regulation §1.421-7(h) with
      respect to the Company or any Affiliate that qualifies as a “subsidiary
      corporation” with respect to the Company for purposes of Section 424(f) of the
      Code. 

     

    (b)     Termination
      of Employment.    An
      Award of an Incentive Stock Option may provide that such Stock Option may be
      exercised not later than 3 months following termination of employment of the
      Participant with the Company and all Subsidiaries, or not later than one year
      following a permanent and total disability within the meaning of Section
      22(e)(3) of the Code, as and to the extent determined by the Committee to comply
      with the requirements of Section 422 of the Code. 

     

    (c)    Other
      Terms and Conditions; Nontransferability.    Any
      Incentive Stock Option granted hereunder shall contain such additional terms
      and
      conditions, not inconsistent with the terms of the Plan, as are deemed necessary
      or desirable by the Committee, which terms, together with the terms of the
      Plan,
      shall be intended and interpreted to cause such Incentive Stock Option to
      qualify as an “incentive stock option” under Section 422 of the Code. An Award
      Agreement for an Incentive Stock Option may provide that such Stock Option
      shall
      be treated as a Nonqualified Stock Option to the extent that certain
      requirements applicable to “incentive stock options” under the Code shall not be
      satisfied. An Incentive Stock Option shall by its terms be nontransferable
      other
      than by will or by the laws of descent and distribution, and shall be
      exercisable during the lifetime of a Participant only by such Participant.
      

     

    (d)    Disqualifying
      Dispositions.    If
      shares of Common Stock acquired by exercise of an Incentive Stock Option are
      disposed of within two years following the Date of Grant or one year following
      the transfer of such shares to the Participant upon exercise, the Participant
      shall, promptly following such disposition, notify the Company in writing of
      the
      date and terms of such disposition and provide such other information regarding
      the disposition as the Company may reasonably require. 

     

    6.9    Repricing
      Prohibited.    Subject
      to the adjustment provisions contained in Section 4.2 hereof, without the prior
      approval of the Company’s stockholders, evidenced by a majority of votes cast,
      neither the Committee nor the Board shall cause the cancellation, substitution
      or amendment of a Stock Option that would have the effect of reducing the
      exercise price of such a Stock Option previously granted under the Plan, or
      otherwise approve any modification to such a Stock Option that would be treated
      as a “repricing” under the then applicable rules, regulations or listing
      requirements. 

     

    7.
         Stock Awards. 

     

    7.1    Grant
      of Stock Awards.    A
      Stock Award may be granted to any Eligible Person selected by the Committee.
      A
      Stock Award may be granted for past services, in lieu of bonus or other cash
      compensation, as directors’ compensation or for any other valid purpose as
      determined by the Committee. A Stock Award granted to an Eligible Person
      represents shares of Common Stock that are issued without restrictions on
      transfer and other incidents of ownership and free of forfeiture conditions,
      except as otherwise provided in the Plan and the Award Agreement. The Committee
      may, in connection with any Stock Award, require the payment of a specified
      purchase price. 

     

    7.2    Rights
      as Stockholder.    Subject
      to the foregoing provisions of this Section 10 and the applicable Award
      Agreement, upon the issuance of the Common Stock under a Stock Award the
      Participant shall have all rights of a stockholder with respect to the shares
      of
      Common Stock, including the right to vote the shares and receive all dividends
      and other distributions paid or made with respect thereto. 

    


    8.    Restricted
      Stock Awards. 

     

    8.1    Grant
      of Restricted Stock Awards.    A
      Restricted Stock Award may be granted to any Eligible Person selected by the
      Committee. The Committee may require the payment by the Participant of a
      specified purchase price in connection with any Restricted Stock Award.


     

    8.2    Vesting
      Requirements.    The
      restrictions imposed on shares granted under a Restricted Stock Award shall
      lapse in accordance with the vesting requirements specified by the Committee
      in
      the Award Agreement, provided that the Committee may accelerate the vesting
      of a
      Restricted Stock Award at any time. Such vesting requirements may be based
      on
      the continued Service of the Participant with the Company or its Affiliates
      for
      a specified time period (or periods) or on the attainment of specified
      performance goals established by the Committee in its discretion. If the vesting
      requirements of a Restricted Stock Award shall not be satisfied, the Award
      shall
      be forfeited and the shares of Common Stock subject to the Award shall be
      returned to the Company. 

     

    8.3    Restrictions.    Shares
      granted under any Restricted Stock Award may not be transferred, assigned or
      subject to any encumbrance, pledge, or charge until all applicable restrictions
      are removed or have expired, unless otherwise allowed by the Committee. Failure
      to satisfy any applicable restrictions shall result in the subject shares of
      the
      Restricted Stock Award being forfeited and returned to the Company. The
      Committee may require in an Award Agreement that certificates representing
      the
      shares granted under a Restricted Stock Award bear a legend making appropriate
      reference to the restrictions imposed, and that certificates representing the
      shares granted or sold under a Restricted Stock Award will remain in the
      physical custody of an escrow holder until all restrictions are removed or
      have
      expired. 

     

    8.4    Rights
      as Stockholder.    Subject
      to the foregoing provisions of this Section 8 and the applicable Award
      Agreement, the Participant shall have all rights of a stockholder with respect
      to the shares granted to the Participant under a Restricted Stock Award,
      including the right to vote the shares and receive all dividends and other
      distributions paid or made with respect thereto. The Committee may provide
      in an
      Award Agreement for the payment of dividends and distributions to the
      Participant at such times as paid to stockholders generally or at the times
      of
      vesting or other payment of the Restricted Stock Award. 

     

    8.5    Section
      83(b) Election.    If
      a Participant makes an election pursuant to Section 83(b) of the Code with
      respect to a Restricted Stock Award, the Participant shall file, within 30
      days
      following the Date of Grant, a copy of such election with the Company and with
      the Internal Revenue Service, in accordance with the regulations under Section
      83 of the Code. The Committee may provide in an Award Agreement that the
      Restricted Stock Award is conditioned upon the Participant’s making or
      refraining from making an election with respect to the Award under Section
      83(b)
      of the Code. 

     

    9.
         Change in Control. 

     

    9.1    Effect
      of Change in Control.    Except
      to the extent an Award Agreement provides for a different result (in which
      case
      the Award Agreement will govern and this Section 9 of the Plan shall not be
      applicable), notwithstanding anything elsewhere in the Plan or any rules adopted
      by the Committee pursuant to the Plan to the contrary, if a Triggering Event
      shall occur within the 12-month period beginning with a Change in Control of
      the
      Company, then, effective immediately prior to such Triggering Event, each
      outstanding Stock Option, to the extent that it shall not otherwise have become
      vested and exercisable, shall automatically become fully and immediately vested
      and exercisable, without regard to any otherwise applicable vesting requirement.
      

     

    9.2    Definitions 

     

    (a)    Cause.
         For
      purposes of this Section 9, the term “Cause” shall mean a determination by the
      Committee that a Participant (i) has been convicted of, or entered a plea of
      nolo contendere to, a crime that constitutes a felony under Federal or state
      law, (ii) has engaged in willful gross misconduct in the performance of the
      Participant’s duties to the Company or an Affiliate or (iii) has committed a
      material breach of any written agreement with the Company or any Affiliate
      with
      respect to confidentiality, non-competition, non-solicitation or similar
      restrictive covenant. Subject to the first sentence of Section 9.1 hereof,
      in
      the event that a Participant is a party to an employment agreement with the
      Company or any Affiliate that defines a termination on account of “Cause” (or a
      term having similar meaning), such definition shall apply as the definition
      of a
      termination on account of “Cause” for purposes hereof, but only to the extent
      that such definition provides the Participant with greater rights. A termination
      on account of Cause shall be communicated by written notice to the Participant,
      and shall be deemed to occur on the date such notice is delivered to the
      Participant. 

     

    (b)    Change
      in Control.    For
      purposes of this Section 9, a “Change in Control” shall be deemed to have
      occurred upon: 

     

    (i)
      the
      occurrence of an acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of a percentage of the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the
      election of directors (the “Company Voting Securities”) (but excluding (1) any
      acquisition directly from the Company (other than an acquisition by virtue
      of
      the exercise of a conversion privilege of a security that was not acquired
      directly from the Company), (2) any acquisition by the Company or an Affiliate
      and (3) any acquisition by an employee benefit plan (or related trust) sponsored
      or maintained by the Company or any Affiliate) (an “Acquisition”) that is thirty
      percent (30%) or more of the Company Voting Securities; 

     

    (ii)
      at
      any time during a period of two (2) consecutive years or less, individuals
      who
      at the beginning of such period constitute the Board (and any new directors
      whose election by the Board or nomination for election by the Company’s
      stockholders was approved by a vote of at least two-thirds (2/3) of the
      directors then still in office who either were directors at the beginning of
      the
      period or whose election or nomination for election was so approved) cease
      for
      any reason (except for death, Disability or voluntary retirement) to constitute
      a majority thereof;

     

    (iii)
      an
      Acquisition that is fifty percent (50%) or more of the Company Voting
      Securities; 

     

    (iv)
      the
      consummation of a merger, consolidation, reorganization or similar corporate
      transaction, whether or not the Company is the surviving company in such
      transaction, other than a merger, consolidation, or reorganization that would
      result in the Persons who are beneficial owners of the Company Voting Securities
      outstanding immediately prior thereto continuing to beneficially own, directly
      or indirectly, in substantially the same proportions, at least fifty percent
      (50%) of the combined voting power of the Company Voting Securities (or the
      voting securities of the surviving entity) outstanding immediately after such
      merger, consolidation or reorganization; 

     

    (v)
      the
      sale or other disposition of all or substantially all of the assets of the
      Company; 

     

    (vi)
      the
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company; or 

     

    (vii)
      the
      occurrence of any transaction or event, or series of transactions or events,
      designated by the Board in a duly adopted resolution as representing a change
      in
      the effective control of the business and affairs of the Company, effective
      as
      of the date specified in any such resolution. 

     

    (c)    Constructive
      Termination.    For
      purposes of this Section 9, a “Constructive Termination” shall mean a
      termination of employment by a Participant within sixty (60) days following
      the
      occurrence of any one or more of the following events without the Participant’s
      written consent (i) any reduction in position, title (for Vice Presidents or
      above), overall responsibilities, level of authority, level of reporting (for
      Vice Presidents or above), base compensation, annual incentive compensation
      opportunity, aggregate employee benefits or (ii) a request that the
      Participant’s location of employment be relocated by more than fifty (50) miles.
      Subject to the first sentence of Section 9.1 hereof, in the event that a
      Participant is a party to an employment agreement with the Company or any
      Affiliate (or a successor entity) that defines a termination on account of
      “Constructive Termination,” “Good Reason” or “Breach of Agreement” (or a term
      having a similar meaning), such definition shall apply as the definition of
      “Constructive Termination” for purposes hereof in lieu of the foregoing, but
      only to the extent that such definition provides the Participant with greater
      rights. A Constructive Termination shall be communicated by written notice
      to
      the Committee, and shall be deemed to occur on the date such notice is delivered
      to the Committee, unless the circumstances giving rise to the Constructive
      Termination are cured within five (5) days of such notice. 

     

    (d)    Triggering
      Event.    For
      purposes of this Section 9, a “Triggering Event” shall mean (i) the termination
      of Service of a Participant by the Company or an Affiliate (or any successor
      thereof) other than on account of death, Disability or Cause, (ii) the
      occurrence of a Constructive Termination or (iii) any failure by the Company
      (or
      a successor entity) to assume, replace, convert or otherwise continue any Award
      in connection with the Change in Control (or another corporate transaction
      or
      other change effecting the Common Stock) on the same terms and conditions as
      applied immediately prior to such transaction, except for equitable adjustments
      to reflect changes in the Common Stock pursuant to Section 4.2 hereof.


     

    9.3    Excise
      Tax Limit.    In
      the event that the vesting of Awards together with all other payments and the
      value of any benefit received or to be received by a Participant would result
      in
      all or a portion of such payment being subject to the excise tax under Section
      4999 of the Code, then the Participant’s payment shall be either (i) the full
      payment or (ii) such lesser amount that would result in no portion of the
      payment being subject to excise tax under Section 4999 of the Code (the “Excise
      Tax”), whichever of the foregoing amounts, taking into account the applicable
      Federal, state, and local employment taxes, income taxes, and the Excise Tax,
      results in the receipt by the Participant, on an after-tax basis, of the
      greatest amount of the payment notwithstanding that all or some portion of
      the
      payment may be taxable under Section 4999 of the Code. All determinations
      required to be made under this Section 9 shall be made by Malone & Bailey,
      PLLC or any other accounting firm which is the Company’s outside auditor
      immediately prior to the event triggering the payments that are subject to
      the
      Excise Tax (the “Accounting Firm”). The Company shall cause the Accounting Firm
      to provide detailed supporting calculations of its determinations to the Company
      and the Participant. All fees and expenses of the Accounting Firm shall be
      borne
      solely by the Company. The Accounting Firm’s determinations must be made with
      substantial authority (within the meaning of Section 6662 of the Code). For
      the
      purposes of all calculations under Section 280G of the Code and the application
      of this Section 9.3, all determinations as to present value shall be made using
      120 percent of the applicable Federal rate (determined under Section 1274(d)
      of
      the Code) compounded semiannually, as in effect on December 30, 2004.


     

    10.
         Forfeiture Events. 

     

    10.1    General.
         The
      Committee may specify in an Award Agreement at the time of the Award that the
      Participant’s rights, payments and benefits with respect to an Award shall be
      subject to reduction, cancellation, forfeiture or recoupment upon the occurrence
      of certain specified events, in addition to any otherwise applicable vesting
      or
      performance conditions of an Award. Such events shall include, but shall not
      be
      limited to, termination of Service for cause, violation of material Company
      policies, breach of non-competition, confidentiality or other restrictive
      covenants that may apply to the Participant, or other conduct by the Participant
      that is detrimental to the business or reputation of the Company. 

     

    10.2    Termination
      for Cause.    Unless
      otherwise provided by the Committee and set forth in an Award Agreement, if
      a
      Participant’s employment with the Company or any Affiliate shall be terminated
      for cause, the Company may, in its sole discretion, immediately terminate such
      Participant’s right to any further payments, vesting or exercisability with
      respect to any Award in its entirety. In the event a Participant is party to
      an
      employment (or similar) agreement with the Company or any Affiliate that defines
      the term “cause,” such definition shall apply for purposes of the Plan. The
      Company shall have the power to determine whether the Participant has been
      terminated for cause and the date upon which such termination for cause occurs.
      Any such determination shall be final, conclusive and binding upon the
      Participant. In addition, if the Company shall reasonably determine that a
      Participant has committed or may have committed any act which could constitute
      the basis for a termination of such Participant’s employment for cause, the
      Company may suspend the Participant’s rights to exercise any option, receive any
      payment or vest in any right with respect to any Award pending a determination
      by the Company of whether an act has been committed which could constitute
      the
      basis for a termination for “cause” as provided in this Section 10.2.


     

    11.
         General Provisions. 

     

    11.1    Award
      Agreement.    To
      the extent deemed necessary by the Committee, an Award under the Plan shall
      be
      evidenced by an Award Agreement in a written or electronic form approved by
      the
      Committee setting forth the number of shares of Common Stock or units subject
      to
      the Award, the exercise price, base price, or purchase price of the Award,
      the
      time or times at which an Award will become vested, exercisable or payable
      and
      the term of the Award. The Award Agreement may also set forth the effect on
      an
      Award of termination of Service under certain circumstances. The Award Agreement
      shall be subject to and incorporate, by reference or otherwise, all of the
      applicable terms and conditions of the Plan, and may also set forth other terms
      and conditions applicable to the Award as determined by the Committee consistent
      with the limitations of the Plan. Award Agreements evidencing Incentive Stock
      Options shall contain such terms and conditions as may be necessary to meet
      the
      applicable provisions of Section 422 of the Code. The grant of an Award under
      the Plan shall not confer any rights upon the Participant holding such Award
      other than such terms, and subject to such conditions, as are specified in
      the
      Plan as being applicable to such type of Award (or to all Awards) or as are
      expressly set forth in the Award Agreement. The Committee need not require
      the
      execution of an Award Agreement by a Participant, in which case, acceptance
      of
      the Award by the Participant shall constitute agreement by the Participant
      to
      the terms, conditions, restrictions and limitations set forth in the Plan and
      the Award Agreement as well as the administrative guidelines of the Company
      in
      effect from time to time. 

     

    11.2    No
      Assignment or Transfer; Beneficiaries.    Except
      as provided in Section 6.7 hereof, Awards under the Plan shall not be assignable
      or transferable by the Participant, except by will or by the laws of descent
      and
      distribution, and shall not be subject in any manner to assignment, alienation,
      pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee
      may
      provide in the terms of an Award Agreement that the Participant shall have
      the
      right to designate a beneficiary or beneficiaries who shall be entitled to
      any
      rights, payments or other benefits specified under an Award following the
      Participant’s death. During the lifetime of a Participant, an Award shall be
      exercised only by such Participant or such Participant’s guardian or legal
      representative. In the event of a Participant’s death, an Award may to the
      extent permitted by the Award Agreement be exercised by the Participant’s
      beneficiary as designated by the Participant in the manner prescribed by the
      Committee or, in the absence of an authorized beneficiary designation, by the
      legatee of such Award under the Participant’s will or by the Participant’s
      estate in accordance with the Participant’s will or the laws of descent and
      distribution, in each case in the same manner and to the same extent that such
      Award was exercisable by the Participant on the date of the Participant’s death.


     

    11.3    Deferrals
      of Payment.    The
      Committee may in its discretion permit a Participant to defer the receipt of
      payment of cash or delivery of shares of Common Stock that would otherwise
      be
      due to the Participant by virtue of the exercise of a right or the satisfaction
      of vesting or other conditions with respect to an Award. If any such deferral
      is
      to be permitted by the Committee, the Committee shall establish rules and
      procedures relating to such deferral in a manner intended to comply with the
      requirements of Section 409A of the Code, including, without limitation, the
      time when an election to defer may be made, the time period of the deferral
      and
      the events that would result in payment of the deferred amount, the interest
      or
      other earnings attributable to the deferral and the method of funding, if any,
      attributable to the deferred amount. 

     

    11.4    Rights
      as Stockholder.    A
      Participant shall have no rights as a holder of shares of Common Stock with
      respect to any unissued securities covered by an Award until the date the
      Participant becomes the holder of record of such securities. Except as provided
      in Section 4.2 hereof, no adjustment or other provision shall be made for
      dividends or other stockholder rights, except to the extent that the Award
      Agreement provides for dividend payments or dividend equivalent rights.


     

    11.5    Employment
      or Service.    Nothing
      in the Plan, in the grant of any Award or in any Award Agreement shall confer
      upon any Eligible Person any right to continue in the Service of the Company
      or
      any of its Affiliates, or interfere in any way with the right of the Company
      or
      any of its Affiliates to terminate the Participant’s employment or other service
      relationship for any reason at any time. 

     

    11.6    Securities
      Laws.    No
      shares of Common Stock will be issued or transferred pursuant to an Award unless
      and until all then applicable requirements imposed by Federal and state
      securities and other laws, rules and regulations and by any regulatory agencies
      having jurisdiction, and by any exchanges upon which the shares of Common Stock
      may be listed, have been fully met. As a condition precedent to the issuance
      of
      shares pursuant to the grant or exercise of an Award, the Company may require
      the Participant to take any reasonable action to meet such requirements. The
      Committee may impose such conditions on any shares of Common Stock issuable
      under the Plan as it may deem advisable, including, without limitation,
      restrictions under the Securities Act of 1933, as amended, under the
      requirements of any exchange upon which such shares of the same class are then
      listed, and under any blue sky or other securities laws applicable to such
      shares. The Committee may also require the Participant to represent and warrant
      at the time of issuance or transfer that the shares of Common Stock are being
      acquired only for investment purposes and without any current intention to
      sell
      or distribute such shares. 

     

    11.7    Tax
      Withholding.    The
      Participant shall be responsible for payment of any taxes or similar charges
      required by law to be withheld from an Award or an amount paid in satisfaction
      of an Award, which shall be paid by the Participant on or prior to the payment
      or other event that results in taxable income in respect of an Award. The Award
      Agreement may specify the manner in which the withholding obligation shall
      be
      satisfied with respect to the particular type of Award. 

     

    11.8    Unfunded
      Plan.    The
      adoption of the Plan and any reservation of shares of Common Stock or cash
      amounts by the Company to discharge its obligations hereunder shall not be
      deemed to create a trust or other funded arrangement. Except upon the issuance
      of Common Stock pursuant to an Award, any rights of a Participant under the
      Plan
      shall be those of a general unsecured creditor of the Company, and neither
      a
      Participant nor the Participant’s permitted transferees or estate shall have any
      other interest in any assets of the Company by virtue of the Plan.
      Notwithstanding the foregoing, the Company shall have the right to implement
      or
      set aside funds in a grantor trust, subject to the claims of the Company’s
      creditors or otherwise, to discharge its obligations under the Plan.


     

    11.9    Other
      Compensation and Benefit Plans.    The
      adoption of the Plan shall not affect any other share incentive or other
      compensation plans in effect for the Company or any Affiliate, nor shall the
      Plan preclude the Company from establishing any other forms of share incentive
      or other compensation or benefit program for employees of the Company or any
      Affiliate. The amount of any compensation deemed to be received by a Participant
      pursuant to an Award shall not constitute includable compensation for purposes
      of determining the amount of benefits to which a Participant is entitled under
      any other compensation or benefit plan or program of the Company or an
      Affiliate, including, without limitation, under any pension or severance
      benefits plan, except to the extent specifically provided by the terms of any
      such plan. 

     

    11.10    Plan
      Binding on Transferees.    The
      Plan shall be binding upon the Company, its transferees and assigns, and the
      Participant, the Participant’s executor, administrator and permitted transferees
      and beneficiaries. 

     

    11.11    Severability.
         If
      any provision of the Plan or any Award Agreement shall be determined to be
      illegal or unenforceable by any court of law in any jurisdiction, the remaining
      provisions hereof and thereof shall be severable and enforceable in accordance
      with their terms, and all provisions shall remain enforceable in any other
      jurisdiction. 

     

    11.12    Foreign
      Jurisdictions.    The
      Committee may adopt, amend and terminate such arrangements and grant such
      Awards, not inconsistent with the intent of the Plan, as it may deem necessary
      or desirable to comply with any tax, securities, regulatory or other laws of
      other jurisdictions with respect to Awards that may be subject to such laws.
      The
      terms and conditions of such Awards may vary from the terms and conditions
      that
      would otherwise be required by the Plan solely to the extent the Committee
      deems
      necessary for such purpose. Moreover, the Board may approve such supplements
      to
      or amendments, restatements or alternative versions of the Plan, not
      inconsistent with the intent 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. 

     

    11.13    Substitute
      Awards in Corporate Transactions.    Nothing
      contained in the Plan shall be construed to limit the right of the Committee
      to
      grant Awards under the Plan in connection with the acquisition, whether by
      purchase, merger, consolidation or other corporate transaction, of the business
      or assets of any corporation or other entity. Without limiting the foregoing,
      the Committee may grant Awards under the Plan to an employee or director of
      another corporation who becomes an Eligible Person by reason of any such
      corporate transaction in substitution for awards previously granted by such
      corporation or entity to such person. The terms and conditions of the substitute
      Awards may vary from the terms and conditions that would otherwise be required
      by the Plan solely to the extent the Committee deems necessary for such purpose.
      

     

    11.14
      Governing Law. The
      Plan
      and all rights hereunder shall be subject to and interpreted in accordance
      with
      the laws of the State
      of Idaho,
      without
      reference to the principles of conflicts of laws, and to applicable Federal
      securities laws. 

    


    11.15
      Performance Based Awards.    For
      purposes of Stock Awards and Restricted Stock Awards granted under the Plan
      that
      are intended to qualify as “performance-based” compensation under Section 162(m)
      of the Code, such Awards shall be granted to the extent necessary to satisfy
      the
      requirements of Section 162(m) of the Code. 

    


    12.
         Effective Date; Amendment and Termination.


     

    12.1    Effective
      Date.    The
      Plan shall become effective following its adoption by the Board. The term of
      the
      Plan shall be ten (10) years from the date of adoption by the Board, subject
      to
      Section 12.3 hereof. 

     

    12.2    Amendment.
         
      The Board may at any time and from time to time and in any respect, amend or
      modify the Plan. The Board may seek the approval of any amendment or
      modification by the Company’s stockholders to the extent it deems necessary or
      advisable in its discretion for purposes of compliance with Section 162(m)
      or
      Section 422 of the Code, or exchange or securities market or for any other
      purpose. No amendment or modification of the Plan shall adversely affect any
      Award theretofore granted without the consent of the Participant or the
      permitted transferee of the Award. 

     

    12.3    Termination.
         The
      Plan shall terminate on the tenth anniversary of the date of its adoption by
      the
      Board. The Board may, in its discretion and at any earlier date, terminate
      the
      Plan. Notwithstanding the foregoing, no termination of the Plan shall adversely
      affect any Award theretofore granted without the consent of the Participant
      or
      the permitted transferee of the Award.