This Phantom Stock Plan gives a valued employee the benefits of stock ownership without the actual grant of company stock. In other words, this "phantom" stock, even though not real, follows the company's actual stock and pays out profits as if it were "real.” The phantom stock, like stock options or restricted stock, are subject to vesting requirements.

This plan sets forth: i) that the board of directors will administer the plan; ii) the vesting policy; and iii) how phantom stock benefits will be paid. In addition, this plan contains a comprehensive list of definitions for ease of reference by the parties.

This Phantom Stock Plan contains:

• Purpose: Sets out that the purpose is to enable the company to retain its valued employees and key personnel;
• Definitions: List of plan definitions for ease of reference;
• Vesting: Sets forth the period in which the employee will be fully vested in the plan;
• Payment of Benefits: Upon termination the participant will be paid the value of the units;
• Amendment or Termination: The Board of Directors may amend or terminate this plan at any time;
• Signatures: This document must be signed by the secretary of the company offering the stock.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Phantom Stock Plan

State Law Compliance: This form complies with the laws of all states