POWERSAFE TECHNOLOGY CORP. 2009 STOCK OPTION PLAN

This Powersafe Technology Corp. 2009 Stock Option Plan (the “Plan”) is intended to promote the interests of Powersafe Technology Corp., a Delaware corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service.

2.1            “Board” shall mean the Corporation’s Board of Directors.

2.2            “Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder.

2.3            “Committee” shall mean those persons appointed by the Board to exercise one or more administrative functions under the Plan.

2.4            “Common Stock” shall mean the Corporation’s common stock.

2.5            “Corporate Transaction” shall mean either of the following stockholder approved transactions to which the Corporation is a party:

(i)           an acquisition of any voting securities of the Corporation by any entity or person, immediately after which such entity or person has beneficial ownership of 30% or more of the then outstanding shares or the combined voting power of the Corporation’s then outstanding voting securities, other than an acquisition by an entity or person which had such ownership prior to the date of the adoption of this Plan;

(ii)           a merger, consolidation or other business combination with or into another company; or

(iii)           the sale or disposition of all or substantially all of the assets of the Corporation.

2.6            “Corporation” shall mean Powersafe Technology Corp., a Delaware corporation, and any successor corporation to all or substantially all of the assets or voting stock of the Corporation which shall by appropriate action adopt the Plan.

2.7            “Disability” shall mean the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall

2.8            “Employee” shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

2.9            “Exercise Date” shall mean the date on which the Corporation shall have received written notice of the Option exercise.

2.10            “Fair Market Value” per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

(a)           If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market.  If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(b)           If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange.  If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(c)           If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate, consistent with the requirements of Treasury Regulation § 1.422-2(e).

2.11            “Incentive Option” shall mean an Option which satisfies the requirements of Code Section 422.

2.12            “Involuntary Termination” shall mean the termination of the Service of any individual which occurs by reason of:

(a)           such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or

(b)           such individual’s voluntary resignation following: (i) a change in his or her position with the Corporation which materially reduces his or her duties and

responsibilities or the level of management to which he or she reports, (ii) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than 15%, or (iii) a relocation of such individual’s place of employment by more than 50 miles; provided and only if such change, reduction or relocation is effected without the individual’s consent.

2.13            “Misconduct” shall mean the commission of any of the following: (i) any act of fraud or embezzlement by the Optionee, (ii) any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or (iii) any other intentional misconduct by such person.  The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee or other person in the Service of the Corporation (or any Parent or Subsidiary).

2.15            “Non-Statutory Option” shall mean an Option not intended to satisfy the requirements of Code Section 422.

2.16            “Options” shall mean all Incentive Options and/or Non-Statutory Options granted pursuant to the Plan.

2.17            “Optionee” shall mean any person to whom an Option is granted under the Plan.

2.18            “Parent” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.19            “Plan” shall mean this Powersafe Technology Corp. 2009 Stock Option Plan as set forth in this document, and as amended from time to time.

2.20            “Plan Administrator” shall mean either the Board or the Committee acting in its capacity as administrator of the Plan.

2.21            “Service” shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the Option grant.

2.22            “Stock Exchange” shall mean either the American Stock Exchange or the New York Stock Exchange.

2.23            “Stock Option Agreement” shall mean a written agreement between the Corporation and an Optionee evidencing the terms and conditions of an individual Option grant.  Each Stock Option Agreement shall be subject to the terms and conditions of the Plan.

2.24            “Subsidiary” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all class of stock in one of the other corporations in such chain.

2.25            “10% Stockholder” shall mean the owner of stock (as determined under Code § 424(d)) possessing more than 10% of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

3.1            Board .   The Plan shall be administered by the Board.  However, any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee.  Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time.  The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

3.2            Plan Administrator .   The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan, Stock Option Agreements, and/or any outstanding Options thereunder as it may deem necessary or advisable.  Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any Stock Option Agreement issued thereunder.

4.1            Participation .   The persons eligible to participate in the Plan are as follows:

(a)           Employees,

(b)           non-employee members of the Board, and

(c)           consultants, agents and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

4.2            Incentive Options May Be Granted Only To Employees .   Incentive Options may be granted only to Employees.  Non-Statutory Options may be granted only to Employees, Board members, agents, consultants, and other independent advisors.  All Options actually granted to Board members, agents, consultants and other independent advisors shall be Non-Statutory Options.

4.3            More Than 10% Stockholders .   No person shall be eligible for the grant of an Incentive Option if, at the time of grant, such person is a 10% Stockholder, unless the exercise price of such Option is at least 110% of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of five years from the date of grant.

4.4            Authority of Plan Administrator Regarding Grants .   The Plan Administrator shall have full authority to determine, with respec