2007 Incentive and Nonstatutory Stock Option Plan
DON MARCOS TRADING CO.
This Incentive and Nonstatutory Stock Option Plan (the “Plan”) is intended to further the growth and
financial success of Don Marcos Trading Co., a Florida corporation (the “Corporation”) by providing additional
incentives to selected employees, directors, and consultants to the Corporation or parent corporation or
subsidiary corporation of the Corporation as those terms are defined in Sections 424(e) and 424(f) of the Internal
Revenue Code of 1986, as amended (the “Code”) (such parent corporations and subsidiary corporations
hereinafter collectively referred to as “Affiliates”) so that such employees and consultants may acquire or increase
their proprietary interest in the Corporation. Stock options granted under the Plan (hereinafter “Options”) may be
either “Incentive Stock Options,” as defined in Section 422A of the Code and any regulations promulgated under
said Section, or “Nonstatutory Options” at the discretion of the Board of Directors of the Corporation (the
“Board”) and as reflected in the respective written stock option agreements granted pursuant hereto.
The Plan shall be administered by the Board of Directors of the Corporation; provided however, that the
Board may delegate such administration to a committee of not fewer than three members (the “Committee”), at
least two of whom are members of the Board and all of whom are disinterested administrators, as contemplated
by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 16b-3”); and
provided further, that the foregoing requirement for disinterested administrators shall not apply prior to the date of
the first registration of any of the securities of the Corporation under the Securities Act of 1933, as amended.
Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in
its discretion, Incentive