EXHIBIT
      10.1

    


    INNOVATIVE
      SOFTWARE TECHNOLOGIES, INC.

    2006
      EQUITY INCENTIVE PLAN

    


     

    1. PURPOSE. 
      The
      Innovative Software Technologies, Inc. 2006 Equity Incentive Plan has two
      complementary purposes: (a) to attract and retain outstanding individuals
      to serve as officers, employees, consultants and advisors to the Company and
      its
      affiliates, and (b) to increase shareholder value. The Plan will provide
      participants incentives to increase shareholder value by offering the
      opportunity to acquire shares of the Company’s common stock, receive monetary
      payments based on the value of such common stock, or receive other incentive
      compensation, on the potentially favorable terms that this Plan provides.


     

    2. EFFECTIVE
      DATE. The
      Plan
      shall become effective, and Awards may be granted on and after, August 9,
      2006.

     

    
      
        3.
          DEFINITIONS.
          Capitalized
          terms used in this Plan have the following meanings: 

      

    

     

    (a) “Affiliate”
      means any entity that, directly or through one or more intermediaries, is
      controlled by, controls, or is under common control with, the Company within
      the
      meaning of Code Sections 414(b) or (c), provided
      that,
      in
      applying such provisions, the phrase “at least 50 percent” shall be used in
      place of “at least 80 percent” each place it appears therein. 

     

    (b) “Award”
      means a grant of Options, Stock Appreciation Rights, Performance Shares,
      Restricted Stock or Restricted Stock Units. 

     

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

     

    (d) “Change
      of Control” means the occurrence of any one of the following
      events:

     

    (i) A
      change
      in the ownership of the Company, which shall occur on the date that any one
      person, or more than one person acting as a group (as defined below) acquires
      ownership of the stock of the Company that, together with the stock then held
      by
      such person or group, constitutes more than fifty percent (50%) of the total
      fair market value or total voting power of the stock of the Company. However,
      if
      any one person or more than one person acting as a group is considered to own
      more than fifty (50%) of the total fair market value or total voting power
      of
      the stock of the Company, the acquisition of additional stock by the same person
      or persons is not considered to cause a Change of Control. 

     

    (ii) A
      change
      in the effective control of the Company, which shall occur on the date that:
      

     

    (1) Any
      one
      person, or more than one person acting as a group (as defined below), acquires
      (or has acquired during the twelve month period ending on the date of the most
      recent acquisition by such person or persons) ownership of stock of the Company
      possessing fifty-one percent (51%) or more of the total voting power of the
      stock of the Company. However, if any one person or more than one person acting
      as a group is considered to own more than fifty-one percent (51%) of the total
      voting power of the stock of the Company, the acquisition of additional voting
      stock by the same person or persons is not considered to cause a Change of
      Control; or 

     

    (2) A
      majority of the members of the Board is replaced during any twelve month period
      by directors whose appointment or election is not endorsed by a majority of
      the
      members of the Board prior to the date of the appointment or election.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) A
      change
      in the ownership of a substantial portion of the Company’s assets, which shall
      occur on the date that any one person, or more than one person acting as a
      group
      (as defined below), acquires (or has acquired during the twelve month period
      ending on the date of the most recent acquisition by such person or persons)
      assets from the Company that have a total gross fair market value equal to
      more
      than fifty-one percent (51%) of the total gross fair market value of all the
      assets of the Company immediately prior to such acquisition or acquisitions,
      other than an excluded transaction (as defined below). For purposes of this
      paragraph:

     

    (1) “Gross
      fair market value” means the value of the assets of the Company, or the value of
      the assets being disposed of, as applicable, determined without regard to any
      liabilities associates with such assets.

     

    (2) The
      term
“excluded transaction” means any a transaction in which assets are transferred
      to: (A) a shareholder of the Company (determined immediately before the asset
      transfer) in exchange for or with respect to its stock; (B) an entity, fifty
      percent (50%) or more of the total value or voting power of which is owned,
      directly or indirectly, by the Company (determined after the asset transfer);
      (C) a person, or more than one person acting as a group (as defined above),
      that
      owns, directly or indirectly, fifty percent (50%) or more of the total value
      or
      voting power of all the outstanding stock of the Company (determined after
      the
      asset transfer); or (D) an entity at least fifty percent (50%) of the total
      value or voting power of which is owned, directly or indirectly, by a person
      described in clause (C) (determined after the asset transfer). 

     

    The
      term
“persons acting as a group” as used in this Plan shall not include any persons
      acting as a group solely because they purchase or own stock of the Company
      at
      the same time, or as a result of the same public offering, or because they
      purchase assets at the same time, as applicable. However, persons will be
      considered to be acting as a group if they are owners of an entity that enters
      into a merger, consolidation, purchase or acquisition of stock, or similar
      business transaction with the Company. 

     

    Notwithstanding
      the foregoing, no “Change of Control” shall be deemed to have occurred if there
      is consummated any transaction or series of integrated transactions immediately
      following which the record holders of the common stock of the Company
      immediately prior to such transaction or series of transactions continue to
      have
      substantially the same proportionate ownership in an entity which owns all
      or
      substantially all of the assets of the Company immediately following such
      transaction or series of transactions. 

     

    (e) “Change
      of Control Price” means the higher of: (i) the Fair Market Value of Share,
      as determined on the date of the Change of Control; or a (ii) the highest
      price per Share paid in the Change of Control transaction. 

     

    (f) “Code”
      means the Internal Revenue Code of 1986, as amended. Any reference to a specific
      provision of the Code includes any successor provision and the regulations
      promulgated under such provision. 

     

    (g) “Committee”
      means the Compensation Committee of the Board (or such successor committee
      with
      the same or similar authority). At any time while the Company has a class of
      securities registered under the Securities Exchange Act of 1934, as amended
      (the
“Exchange Act”), then the Committee shall consist of not fewer than two members
      of the Board, each of whom shall qualify (at the time of appointment to the
      committee and during all periods of service on the Committee) in all respects
      as
      a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and as
      an outside director as defined in Section 162(m) of the Code and the regulations
      thereunder.

     

    
      
         

      

      
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    (h) “Common
      Stock” means the common stock of the Company. 

     

    (i) “Company”
      means Innovative Software Technologies, Inc., a California corporation, or
      any
      successor thereto. 

     

    (j) “Fair
      Market Value” means, per Share on a particular date, the value as determined by
      the Board using a reasonable valuation method, within the meaning of Code
      Section 409A, based on all information in the Company’s possession at such time.
      The reasonable valuation method may take into consideration, as applicable,
      the
      value of tangible and intangible assets of the Company, the present value of
      future cash-flows of the Company, the market value of stock or equity interests
      in similar corporations and other entities engaged in trades or businesses
      substantially similar to those engaged in by the Company (if the market value
      can be readily determined through objective means, such as through trading
      prices on an established securities market), and other relevant factors such
      as
      control premiums or discounts for lack of marketability. The Board may not
      rely
      on a valuation that is more than twelve months old. 

     

    (k) “Option”
      means the right to purchase Shares at a stated price. “Options” may either be
“incentive stock options” which meet the requirements of Code Section 422,
      or “nonqualified stock options” which do not meet the requirements of Code
      Section 422. 

     

    (l) “Participant”
      means an officer or other employee of the Company or its Affiliates, or an
      individual that the Company or an Affiliate has engaged to become an officer
      or
      employee, or a consultant or advisor who provides services to the Company or
      its
      Affiliates, including a non-employee director of the Board, who the Committee
      designates to receive an Award. 

     

    (m) “Performance
      Shares” means the right to receive Shares to the extent the Company or
      Participant achieves certain goals that the Committee establishes over a period
      of time the Committee designates. 

     

    (n) “Plan”
      means this Innovative Software Technologies, Inc. 2006 Equity Incentive Plan,
      as
      amended from time to time. 

     

    (o) “Restricted
      Stock” means Shares that are subject to a risk of forfeiture and/or restrictions
      on transfer, which may lapse upon the achievement or partial achievement of
      performance goals during a specified period and/or upon the completion of a
      period of service, as determined by the Committee. 

     

    (p) “Restricted
      Stock Unit” means the right to receive a Share, or a cash payment the amount of
      which is equal to the Fair Market Value of a Share, which is subject to a risk
      of forfeiture which may lapse upon the achievement or partial achievement of
      performance goals during a specified period and/or upon the completion of a
      period of service, as determined by the Committee.

     

    (q) “Share”
      means a share of Common Stock. 

     

    (r) “Stock
      Appreciation Right” or “SAR” means the right of a Participant to receive cash,
      and/or Shares with a Fair Market Value, equal to the excess of the Fair Market
      Value of a Share over the grant price. 


    (s) “Subsidiary”
      means any corporation in an unbroken chain of corporations beginning with the
      Company if each of the corporations (other than the last corporation in the
      chain) owns stock possessing more than fifty percent (50%) of the total combined
      voting power of all classes of stock in one of the other corporations in the
      chain.

     

    
      
         

      

      
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    (t) “10%
      Owner-Employee” means an employee who, at the time an incentive stock option is
      granted, owns (directly or indirectly, within the meaning of Code Section
      424(d)) more than ten percent (10%) of the total combined voting power of all
      classes of stock of the Company or of any Subsidiary.

     

    4. ADMINISTRATION.
      

     

    (a) Committee
      Administration.
      The
      Committee has full authority to administer this Plan, including the authority
      to
      (i) interpret the provisions of this Plan, (ii) prescribe, amend and
      rescind rules and regulations relating to this Plan, (iii) correct any
      defect, supply any omission, or reconcile any inconsistency in any Award or
      agreement covering an Award in the manner and to the extent it deems desirable
      to carry this Plan into effect, and (iv) make all other determinations
      necessary or advisable for the administration of this Plan. A majority of the
      members of the Committee will constitute a quorum, and a majority of the
      Committee’s members must make all determinations of the Committee. The Committee
      may make any determination under this Plan without notice or meeting of the
      Committee by a writing that a majority of the Committee members have signed.
      All
      Committee determinations are final and binding. If at any time the Committee
      shall not be in existence, the Board shall administer the Plan and all
      references to the Committee herein shall be deemed to mean the
      Board.

     

    (b) Delegation
      to Other Committees or Officers.
      To the
      extent applicable law permits, the Board may delegate to another committee
      of
      the Board or to one or more officers of the Company any or all of the authority
      and responsibility of the Committee. If the Board has made such a delegation,
      then all references to the Committee in this Plan include such other committee
      or one or more officers to the extent of such delegation. 

     

    (c) No
      Liability.
      No
      member of the Committee, and no officer to whom a delegation under subsection
      (b) has been made, will be liable for any act done, or determination made,
      by the individual in good faith with respect to the Plan or any Award. The
      Company will indemnify and hold harmless such individual to the maximum extent
      that the law and the Company’s bylaws permit. 

     

    5. ELIGIBILITY.
      The
      Committee may designate from time to time the Participants to receive Awards
      under this Plan. The Committee’s designation of a Participant in any year will
      not require the Committee to designate such person to receive an Award in any
      other year. 

     

    6. DISCRETIONARY
      GRANTS OF AWARDS. Subject
      to the terms of this Plan, the Committee has full power and authority to:
      (a) determine the type or types of Awards to be granted to each
      Participant; (b) determine the number of Shares with respect to which an
      Award relates; and (c) determine any terms and conditions of any Award.
      Awards under this Plan may be granted either alone or in addition to, in tandem
      with, or in substitution for any other Award (or any other award granted under
      another plan of the Company or any Affiliate). 


    7. SHARES
      AUTHORIZED UNDER THIS PLAN. 

     

    (a) Plan
      Authorization.
      An
      aggregate of  20
      million (20,000,000) Shares is authorized for issuance under this Plan. However,
      the limitations of this subsection are subject to adjustments as provided in
      Section ‎15.
      

     

    (b) Replenishment
      of Shares Under this Plan.
      If an
      Award lapses, expires, terminates or is cancelled without the issuance of Shares
      or payment of cash under the Award, then the Shares subject to or reserved
      for
      in respect of such Award, or the Shares to which such Award relates, may again
      be used for new Awards under this Plan as determined under subsection (a),
      including issuance pursuant to incentive stock options. If Shares are delivered
      to (or withheld by) the Company in payment of the exercise price or withholding
      taxes of an Award, then such Shares may be used for new Awards under this Plan
      as determined under subsection (a), including issuance pursuant to incentive
      stock options. If Shares are issued under any Award and the Company subsequently
      reacquires them pursuant to rights reserved upon the issuance of the Shares,
      then such Shares may be used for new Awards under this Plan as determined under
      subsection (a), but excluding issuance pursuant to incentive stock
      options.

     

    
      
         

      

      
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    8. OPTIONS.
      Subject
      to the terms of this Plan, the Committee will determine all terms and conditions
      of each Option, including but not limited to: 

     

    (a) Whether
      the Option is an incentive stock option or a nonqualified stock option; provided
      that in the case of an incentive stock option, if the aggregate Fair Market
      Value (determined at the time of grant) of the Shares with respect to which
      such
      option and all other incentive stock options issued under this Plan (and under
      all other incentive stock option plans of the Company or any Affiliate that
      is
      required to be included under Code Section 422) are first exercisable by the
      Participant during any calendar year exceeds $100,000, such Option automatically
      shall be treated as a nonqualified stock option to the extent this limit is
      exceeded.

     

    (b) The
      number of Shares subject to the Option.

     

    (c) The
      exercise price per Share, which may not be less than the Fair Market Value
      of a
      Share as determined on the date of grant; provided that an incentive stock
      option granted to a 10% Owner-Employee must have an exercise price that is
      at
      least one hundred ten percent (110%) of the Fair Market Value of a Share on
      the
      date of grant.

     

    (d) The
      terms
      and conditions of exercise.

     

    (e) The
      termination date, except that each Option must terminate no later than the
      tenth
      (10th) anniversary of the date of grant, and each incentive stock option
      granted to any 10% Owner-Employee must terminate no later than the fifth
      (5th)
      anniversary of the date of grant.

     

    In
      all
      other respects, the terms of any incentive stock option should comply with
      the
      provisions of Code Section 422 except to the extent the Committee
      determines otherwise. Upon a Participant’s death, the Option may be exercised by
      the person or persons to whom such Participant’s rights under the Option shall
      pass by will or by applicable law or, if no such person has such rights, by
      his
      executor or administrator. 

     

    9. STOCK
      APPRECIATION RIGHTS. Subject
      to the terms of this Plan, the Committee will determine all terms and conditions
      of each SAR, including but not limited to: 

     

    (a) The
      number of Shares to which the SAR relates.

     

    (b) The
      grant
      price, provided that the grant price shall not be less than the Fair Market
      Value of the Shares subject to the SAR as determined on the date of
      grant.


    (c) The
      terms
      and conditions of exercise or maturity.

     

    (d) The
      term,
      provided that an SAR must terminate no later than the tenth (10th)
      anniversary of the date of grant. 

     

    (e) Whether
      the SAR will be settled in cash, Shares or a combination thereof. 

     

    Upon
      a
      Participant’s death, the SAR may be exercised by the person or persons to whom
      such Participant’s rights under the SAR shall pass by will or by applicable law
      or, if no such person has such rights, by his executor or
      administrator.

    


    10. PERFORMANCE
      SHARE AWARDS. Subject
      to the terms of this Plan, the Committee will determine all terms and conditions
      of each Performance Share Award, including but not limited to: 

     

    
      
         

      

      
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    (a) The
      number of Shares to which the Performance Share Award relates.

     

    (b) The
      terms
      and conditions of each Award, including, without limitation, the selection
      of
      the performance goals that must be achieved for the Participant to realize
      all
      or a portion of the benefit provided under the Award. 

     

    (c) Whether
      all or a portion of the Shares subject to the Award will be issued to the
      Participant, without regard to whether the performance goals have been attained,
      in the event of the Participant’s death, disability or retirement or other
      termination of employment.

     

    11. RESTRICTED
      STOCK AND RESTRICTED UNIT AWARDS. Subject
      to the terms of this Plan, the Committee will determine all terms and conditions
      of each award of Restricted Stock or Restricted Stock Units, including but
      not
      limited to: 

     

    (a) The
      number of Shares or Units to which such Award relates. 

     

    (b) The
      period of time over which, and/or the criteria or conditions that must be
      satisfied so that, the risk of forfeiture and/or restrictions on transfer
      imposed on the Restricted Stock or Restricted Stock Units will lapse.


     

    (c) With
      respect to awards of Restricted Stock, the manner of registration of
      certificates for such Shares, and whether to hold such Shares in escrow pending
      lapse of the risk
      of
      forfeiture and/or restrictions
      on transfer or to issue such Shares with an appropriate legend referring to
      such
      restrictions. 

     

    (d) With
      respect to awards of Restricted Stock, whether dividends paid with respect
      to
      such Shares will be immediately paid or held in escrow or otherwise deferred
      and
      whether such dividends shall be subject to the same terms and conditions as
      the
      Award to which they relate. 

     

    (e) With
      respect to awards of Restricted Stock Units, whether to credit dividend
      equivalent units equal to the amount of dividends paid on a Share and whether
      such dividend equivalent units shall be subject to the same terms and conditions
      as the Award to which they relate.

     

    12. TRANSFERABILITY.
      Each
      Award granted under this Plan is not transferable other than by will or the
      laws
      of descent and distribution, except that a Participant may, to the extent the
      Committee allows and in a manner the Committee specifies: (a) designate in
      writing a beneficiary to exercise the Award after the Participant’s death; or
      (b) transfer any award. 

     

    13. TERMINATION
      AND AMENDMENT OF PLAN; AMENDMENT, MODIFICATION OR CANCELLATION OF
      AWARDS.

     

    (a) Term.
      Subject
      to the right of the Board to terminate the Plan pursuant to Section ‎13‎(b),
      the
      Plan shall remain in effect until all Shares subject to it shall have been
      purchased or acquired according to the Plan’s provisions; provided that no
      incentive stock option may be issued under the Plan after the tenth
      (10th)
      anniversary of the Plan’s effective date.

     

    (b) Termination
      and Amendment.
      The
      Board may amend, alter, suspend, discontinue or terminate this Plan at any
      time,
provided
      that shareholders must approve any of the following Plan amendments: (i) an
      amendment to materially increase any number of Shares specified in
      Section 7(a) (except as permitted by Section ‎15)
      or
      expand the class of individuals eligible to receive an Award; or (ii) any
      other amendment if required by applicable law. 

     

    (c) Amendment,
      Modification or Cancellation of Awards.
      Except
      as provided in subsection (e) and subject to the requirements of this Plan,
      the Committee may modify or amend any Award or waive any restrictions or
      conditions applicable to any Award or the exercise of the Award, and the terms
      and conditions applicable to any Awards may at any time be amended, modified
      or
      canceled by mutual agreement between the Committee and the Participant or any
      other persons as may then have an interest in the Agreement, so long as any
      amendment or modification does not increase the number of Shares issuable under
      this Plan (except as permitted by Section ‎15),
      but
      the Committee need not obtain Participant (or other interested party) consent
      for the cancellation of an Award pursuant to the provisions of
      Section ‎15.
      Notwithstanding the foregoing, any such amendment shall be made in a manner
      that
      will enable an Award intended to be exempt from Section 409A of the Code to
      continue to be so exempt, or to enable an Award intended to comply with Section
      409A of the Code to continue to so comply.

     

    
      
         

      

      
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    (d) Survival
      of Committee Authority and Awards.
      Notwithstanding the foregoing, the authority of the Committee to administer
      this
      Plan and modify or amend an Award may extend beyond the date of this Plan’s
      termination. In addition, termination of this Plan will not affect the rights
      of
      Participants with respect to Awards previously granted to them, and all
      unexpired Awards will continue in force and effect after termination of this
      Plan except as they may lapse or be terminated by their own terms and
      conditions. 

     

    (e) Repricing
      Prohibited.
      Notwithstanding anything in this Plan to the contrary, and except for the
      adjustments provided in Section ‎15,
      neither the Committee nor any other person may decrease the exercise price
      or
      grant price of any Option or SAR nor take any action that would result in a
      deemed decrease of the exercise price or grant price of an Option or SAR under
      Code Section 409A, after the date of grant. 

     

    (f) Foreign
      Participation.
      To
      assure the viability of Awards granted to Participants employed in foreign
      countries, the Committee may provide for such special terms as it may consider
      necessary or appropriate to accommodate differences in local law, tax policy
      or
      custom. Moreover, the Committee may approve such supplements to, or amendments,
      restatements or alternative versions of this Plan as it determines is necessary
      or appropriate for such purposes. Any such amendment, restatement or alternative
      versions that the Committee approves for purposes of using this Plan in a
      foreign country will not affect the terms of this Plan for any other country.
      

     

    14. TAXES. (a) Withholding.
      The
      Company is entitled to withhold the amount of any tax attributable to any amount
      payable or Shares deliverable under this Plan after giving the person entitled
      to receive such amount or Shares notice as far in advance as practicable, and
      the Company may defer making payment or delivery if any such tax may be pending
      unless and until indemnified to its satisfaction. The Committee may permit
      a
      Participant to pay all or a portion of the federal, state and local withholding
      taxes arising in connection with the grant, vesting or payment of an Award,
      by
      electing to (a) have the Company withhold Shares otherwise issuable under
      the Award, or (b) tender back Shares received in connection with such Award
      in each case having a Fair Market Value equal to the amount to be withheld;
      provided
      that
      the
      amount to be withheld may not exceed the total minimum federal, state and local
      tax withholding obligations associated with the transaction. The election must
      be made on or before the date as of which the amount of tax to be withheld
      is
      determined and otherwise as the Committee requires. The Fair Market Value of
      fractional Shares remaining after payment of the withholding taxes may be paid
      to the Participant in cash. The obligations of the Company under the Plan shall
      be conditional on such payment or arrangements, and the Company and any
      Affiliate shall, to the extent permitted by law, have the right to deduct any
      such taxes from any payment otherwise due to the Participant.

     

    (b) No
      Guarantee of Tax Treatment.
      Notwithstanding any provisions of the Plan, the Company does not guarantee
      to
      any Participant or any other Person with an interest in an Award that any Award
      intended to be exempt from Section 409A of the Code shall be so exempt, nor
      that
      any Award intended to comply with Section 409A of the Code shall so comply,
      nor
      will the Company or any Affiliate indemnify, defend or hold harmless any
      individual with respect to the tax consequences of any such failure.


     

    
      
         

      

      
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    15. ADJUSTMENT
      PROVISIONS; CHANGE OF CONTROL. 

     

    (a) Adjustment
      of Shares.
      In the
      event that any dividend or other distribution (whether in the form of cash,
      Shares, other securities, or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase, or exchange of Shares or other securities of the
      Company, issuance of warrants or other rights to purchase Shares or other
      securities of the Company, or other similar corporate transaction or event
      affects the Shares, then the Committee shall adjust the Plan or Award to prevent
      dilution or enlargement of the benefits or potential benefits intended to be
      made available under this Plan. In such case, the Committee may, in such manner
      as it may deem equitable, adjust any or all of (i) the number and type of
      Shares subject to this Plan (including the number and type of Shares that may
      be
      issued pursuant to incentive stock options), (ii) the number and type of
      Shares subject to outstanding Awards, (iii) the grant, purchase, or
      exercise price with respect to any Award, and (iv) the performance goals
      established under any Award. In any such case, the Committee may also make
      provision for a cash payment in an amount determined by the Committee to the
      holder of an outstanding Award in exchange for the cancellation of all or a
      portion of the Award (without the consent of the holder of an Award) effective
      at such time as the Committee specifies (which may be the time such transaction
      or event is effective); provided
      that any
      such adjustment to an Award that is exempt from Code Section 409A shall be
      made
      in manner that permits the Award to continue to be so exempt, and any adjustment
      to an Award that is subject to Code Section 409A shall be made in a manner
      that
      complies with the provisions thereof. However, with respect to Awards of
      incentive stock options, no such adjustment may be authorized to the extent
      that
      such authority would cause this Plan to violate Code section 422(b).
      Further, the number of Shares subject to any Award payable or denominated in
      Shares must always be a whole number. Without limitation, subject to
      Participants’ rights under subsection (c), in the event of any reorganization,
      merger, consolidation, combination or other similar corporate transaction or
      event, whether or not constituting a Change of Control, other than any such
      transaction in which the Company is the continuing corporation and in which
      the
      outstanding Common Stock is not being converted into or exchanged for different
      securities, cash or other property, or any combination thereof, the Committee
      may substitute, on an equitable basis as the Committee determines, for each
      Share then subject to an Award, the number and kind of shares of stock, other
      securities, cash or other property to which holders of Common Stock are or
      will
      be entitled in respect of each Share pursuant to the transaction. 

     

    (b) Issuance
      or Assumption.
      Notwithstanding any other provision of this Plan, and without affecting the
      number of Shares otherwise reserved or available under this Plan, in connection
      with any merger, consolidation, acquisition of property or stock, or
      reorganization, the Committee may authorize the issuance or assumption of awards
      upon such terms and conditions as it may deem appropriate. 

     

    (c) Change
      of Control.
      Unless
      provided otherwise by the Committee prior to a Change of Control or unless
      otherwise provided in an individual Award or Award agreement, and subject to
      the
      provisions of subsection (d): 

     

    (i) each
      Option or SAR that is held by a Participant who is employed by the Company
      or an
      Affiliate or who is providing services to the Company or an Affiliate
      immediately prior to the Change of Control shall become fully vested immediately
      prior to the Change of Control, and upon the date of the Change of Control,
      all
      outstanding Options and SARs shall be cancelled in exchange for a payment in
      cash and/or Shares (which may include shares of any surviving or successor
      corporation or the purchasing corporation) equal to the excess of the Change
      of
      Control Price of the Shares covered by the Option or SAR that is so cancelled
      over the exercise or grant price of such Shares under the Award; 

     

    (ii) Restricted
      Stock and Restricted Stock Units that are not then vested shall vest immediately
      prior to the date of the Change of Control; 

     

    
      
         

      

      
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    (iii) each
      Performance Share Award for which the performance period has not expired shall
      be cancelled in exchange for a payment in cash and/or Shares (which may include
      shares of any surviving or successor corporation or the purchasing corporation)
      equal to the product of the value of the Performance Shares (assuming the target
      performance goals were met) and a fraction the numerator of which is the number
      of whole months which have elapsed from the beginning of the performance period
      to the date of the Change of Control and the denominator of which is the number
      of whole months in the performance period; and

     

    (iv) each
      holder of a Performance Share that has been earned but not yet paid shall
      receive a payment in cash /or Shares (which may include shares of any surviving
      or successor corporation or the purchasing corporation) equal to the value
      of
      the Performance Shares earned.

     

    For
      purposes of this Section ‎15,
      the
“value” of a Performance Share shall be based on the Change of Control Price.


    


    (d) Parachute
      Payment Limitation.
      

     

    (i) Except
      as
      may be set forth in a written agreement by and between the Company and the
      holder of an Award, in the event that the Company’s auditors determine that any
      payment or transfer by the Company under the Plan to or for the benefit of
      a
      Participant (a “Payment”) would be nondeductible by the Company for federal
      income tax purposes because of the provisions concerning “excess parachute
      payments” in Code Section 280G, then the aggregate present value of all
      Payments shall be reduced (but not below zero) to the Reduced Amount. For
      purposes of this Section 15(d), the “Reduced Amount” shall be the amount,
      expressed as a present value, which maximizes the aggregate present value of
      the
      Payments without causing any Payment to be nondeductible by the Company because
      of Code Section 280G.

     

    (ii) If
      the
      Company’s auditors determine that any Payment would be nondeductible by the
      Company because of Code Section 280G, then the Company shall promptly give
      the Participant notice to that effect and a copy of the detailed calculation
      thereof and of the Reduced Amount, and the Participant may then elect, in his
      or
      her sole discretion, which and how much of the Payments shall be eliminated
      or
      reduced (as long as after such election the aggregate present value of the
      Payments equals the Reduced Amount) and shall advise the Company in writing
      of
      his or her election within ten (10) days of receipt of notice. If no such
      election is made by the Participant within such ten (10) day period, then the
      Company may elect which and how much of the Payments shall be eliminated or
      reduced (as long as after such election the aggregate present value of the
      Payments equals the Reduced Amount) and shall notify the Participant promptly
      of
      such election. For purposes of this Section 15(d), present value shall be
      determined in accordance with Code Section 280G(d)(4). All determinations
      made by the Company’s auditors under this Section 15(d) shall be binding
      upon the Company and the Participant and shall be made within sixty (60) days
      of
      the date when a Payment becomes payable or transferable. As promptly as
      practicable following such determination and the elections hereunder, the
      Company shall pay or transfer to or for the benefit of the Participant such
      amounts as are then due to him or her under the Plan and shall promptly pay
      or
      transfer to or for the benefit of the Participant in the future such amounts
      as
      become due to him or her under the Plan.

     

    (iii) As
      a
      result of uncertainty in the application of Code Section 280G at the time
      of an initial determination by the Company’s auditors hereunder, it is possible
      that Payments will have been made by the Company that should not have been
      made
      (an “Overpayment”) or that additional Payments that will not have been made by
      the Company could have been made (an “Underpayment”), consistent in each case
      with the calculation of the Reduced Amount hereunder. In the event that the
      Company’s auditors, based upon the assertion of a deficiency by the Internal
      Revenue Service against the Company or the Participant that the auditors believe
      has a high probability of success, determine that an Overpayment has been made,
      such Overpayment shall be treated for all purposes as a loan to the Participant
      which he or she shall repay to the Company, together with interest at the
      applicable federal rate provided in Code Section 7872(f)(2); provided,
      however, that no amount shall be payable by the Participant to the Company
      if
      and to the extent that such payment would not reduce the amount subject to
      taxation under Code Section 4999. In the event that the auditors determine
      that an Underpayment has occurred, such Underpayment shall promptly be paid
      or
      transferred by the Company to or for the benefit of the Participant, together
      with interest at the applicable federal rate provided in Code
      Section 7872(f)(2).

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (iv) For
      purposes of this Section 15(d), the term “Company” shall include affiliated
      corporations to the extent determined by the Auditors in accordance with Code
      Section 280G(d)(5).

     

    16. MISCELLANEOUS.
      

     

    (a) Other
      Terms and Conditions.
      The
      grant of any Award under this Plan may also be subject to other provisions
      (whether or not applicable to the Award awarded to any other Participant) as
      the
      Committee determines appropriate, including, without limitation, provisions
      for:


     

    (i) the
      payment of the purchase price of Options by delivery of cash or other Shares
      or
      other securities of the Company (including by attestation) having a then Fair
      Market Value equal to the purchase price of such Shares, or by delivery
      (including by fax) to the Company or its designated agent, of an executed
      irrevocable option exercise form together with irrevocable instructions to
      a
      broker-dealer to sell or margin a sufficient portion of the Shares and deliver
      the sale or margin loan proceeds directly to the Company to pay for the exercise
      price; 

     

    (ii) provisions
      giving the Participant the right to receive dividend payments or dividend
      equivalent payments with respect to the Shares subject to the Award (both before
      and after the Shares subject to the Award are earned, vested or acquired),
      which
      payments may be either made currently or credited to an account for the
      Participant, and may be settled in cash or Shares, as the Committee determines;
      

     

    (iii) restrictions
      on resale or other disposition, including requiring the Participant (or other
      interested party) to execute a stockholder’s agreement in such form and subject
      to such terms as the Company may prescribe; and 

     

    (iv) compliance
      with federal or state securities laws and stock exchange requirements.


     

    (b) Code
      Section 409A.
      The
      provisions of Section 409A of the Code are incorporated herein by reference
      to
      the extent necessary for any Award that is subject to Section 409A of the Code
      to comply therewith. 

     

    (c) Employment
      or Service.
      The
      issuance of an Award shall not confer upon a Participant any right with respect
      to continued employment or service with the Company or any Affiliate, or the
      right to continue as a consultant or director. Unless determined otherwise
      by
      the Committee, for purposes of the Plan and all Awards, the following rules
      shall apply:

     

    (i) a
      Participant who transfers employment between the Company and any Affiliate,
      or
      between Affiliates, will not be considered to have terminated
      employment;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (ii) a
      Participant who ceases to be a non-employee director because he or she becomes
      an employee of the Company or an Affiliate shall not be considered to have
      ceased service as a director with respect to any Award until such Participant’s
      termination of employment with the Company and its Affiliates; 

     

    (iii) a
      Participant who ceases to be employed by the Company or an Affiliate of the
      Company and immediately thereafter becomes a non-employee director of the
      Company or any Affiliate, or a consultant to the Company or any Affiliate shall
      not be considered to have terminated employment until such Participant’s service
      as a director of, or consultant to, the Company and its Affiliates has ceased;
      and

     

    (iv) a
      Participant employed by an Affiliate of the Company will be considered to have
      terminated employment when such entity ceases to be an Affiliate of the Company.
      

     

    Notwithstanding
      the foregoing, with respect to an Award subject to Code Section 409A, a
      Participant shall be considered to have terminated employment upon the date
      of
      his separation from service within the meaning of Code Section 409A.


    


    (d) No
      Fractional Shares.
      No
      fractional Shares or other securities may be issued or delivered pursuant to
      this Plan, and the Committee may determine whether cash, other securities or
      other property will be paid or transferred in lieu of any fractional Shares
      or
      other securities, or whether such fractional Shares or other securities or
      any
      rights to fractional Shares or other securities will be canceled, terminated
      or
      otherwise eliminated. 

     

    (e) Unfunded
      Plan.
      This
      Plan is unfunded and does not create, and should not be construed to create,
      a
      trust or separate fund with respect to this Plan’s benefits. This Plan does not
      establish any fiduciary relationship between the Company and any Participant.
      To
      the extent any person holds any rights by virtue of an Award granted under
      this
      Plan, such rights are no greater than the rights of the Company’s general
      unsecured creditors. 

     

    (f) Requirements
      of Law.
      The
      granting of Awards under this Plan and the issuance of Shares in connection
      with
      an Award are subject to all applicable laws, rules and regulations and to such
      approvals by any governmental agencies or national securities exchanges as
      may
      be required. Notwithstanding any other provision of this Plan or any Award
      agreement, the Company has no liability to deliver any Shares under this Plan
      or
      make any payment unless such delivery or payment would comply with all
      applicable laws and the applicable requirements of any securities exchange
      or
      similar entity. (Becoming C Corp) In such event, the Company may substitute
      cash
      for any Share(s)otherwise deliverable hereunder without the consent of the
      Participant or any other person. 


    (g) Governing
      Law.
      This
      Plan, and all agreements under this Plan, shall be construed in accordance
      with
      and governed by the laws of the State of Florida, without reference to any
      conflict of law principles. Any legal action or proceeding with respect to
      this
      Plan, any Award or any Award agreement, or for recognition and enforcement
      of
      any judgment in respect of this Plan, any Award or any Award agreement, may
      only
      be brought and determined in the state or federal courts sitting in West Palm
      Beach or Broward Counties, Florida.

     

    (h) Limitations
      on Actions.
      Any
      legal action or proceeding with respect to this Plan, any Award or any Award
      agreement, must be brought within one year (365 days) after the day the
      complaining party first knew or should have known of the events giving rise
      to
      the complaint. 

     

    (i) Construction.
      Whenever any words are used herein in the masculine, they shall be construed
      as
      though they were used in the feminine in all cases where they would so apply;
      and wherever any words are used in the singular or plural, they shall be
      construed as though they were used in the plural or singular, as the case may
      be, in all cases where they would so apply. Title of sections are for general
      information only, and the Plan is not to be construed with reference to such
      titles.

     

    
      
         

      

      
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    (j) Severability.
      If any
      provision of this Plan or any Award agreement or any Award (i) is or
      becomes or is deemed to be invalid, illegal or unenforceable in any
      jurisdiction, or as to any person or Award, or (ii) would disqualify this
      Plan, any award agreement or any Award under any law the Committee deems
      applicable, then such provision should be construed or deemed amended to conform
      to applicable laws, or if it cannot be so construed or deemed amended without,
      in the determination of the Committee, materially altering the intent of this
      Plan, Award agreement or Award, then such provision should be stricken as to
      such jurisdiction, person or Award, and the remainder of this Plan, such Award
      agreement and such Award will remain in full force and effect. 

    


    
      
         

      

      
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