ex10-1.htm


     

    Exhibit
10.1

    


    Seventh
Amendment to the

    INX
Inc. INCENTIVE PLAN

    (As
Amended and Restated Effective July 28, 2003)

    


    WHEREAS, the INX Inc.
Incentive Plan as amended and restated effective July 28, 2003, (the
“Plan”) was adopted by the Board of Directors of INX Inc. and approved by
stockholders on July 28, 2003; and

    


    WHEREAS, under
Section 7.7 of the Plan the Board has the authority to amend the Plan
subject to certain stockholder approval requirements; and

    


    WHEREAS, the Board has
authorized this seventh amendment of the Plan subject to stockholder approval as
provided herein.

    


    NOW THEREFORE, the Plan is
hereby amended as follows:

    


    Section 1.4
shall be amended in its entirety to read as follows:

    


    1.4 Shares of Common Stock
Available for Incentive Awards

    


    Subject
to adjustment under Section 6.5, there shall be available for Incentive
Awards that are granted wholly or partly in Common Stock (including rights or
Options that may be exercised for or settled in Common Stock)
3,423,103 Shares of Common Stock. The total number of Shares reserved for
issuance under the Plan (pursuant to the previous sentence) shall be available
for any one of the following types of grants: Incentive Stock Options,
Nonstatutory Stock Options, SAR, Restricted Stock, a payment of a Performance
Share in Shares, a payout of a Performance Unit in Shares, a payout of an Other
Stock-Based Award in Shares described in Section 5 which includes, without
limitation, Deferred Stock, purchase rights, shares of Common Stock awarded
which are not subject to any restrictions or conditions, convertible or
exchangeable debentures, other rights convertible into Shares, Incentive Awards
valued by reference to the value of securities of or the performance of a
specified Subsidiary, division or department, and settlement in cancellation of
rights of any person with a vested interest in any other plan, fund, program or
arrangement that is or was sponsored, maintained or participated in by the
Company or any Parent or Subsidiary. The number of Shares of Common Stock that
are the subject of Incentive Awards under this Plan, that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the Shares covered by an Incentive Award
are not issued to a Grantee or are exchanged for Incentive Awards that do not
involve Common Stock, shall again immediately become available for Incentive
Awards hereunder. The Committee may from time to time adopt and observe such
procedures concerning the counting of Shares against the Plan maximum as it may
deem appropriate. The Board and the appropriate officers of the Company shall
from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that Shares are available for issuance pursuant to
Incentive Awards.

    


    During
any period that the Company is a Publicly Held Corporation, then unless and
until the Committee determines that a particular Incentive Award granted to a
Covered Employee is not intended to comply with the Performance-Based Exception,
the following rules shall apply to grants of Incentive Awards to Covered
Employees:

    


    (a) Subject
to adjustment as provided in Section 6.5, the maximum aggregate number of
Shares of Common Stock (including Stock Options, SARs, Restricted Stock,
Performance Units and Performance Shares paid out in Shares, or Other
Stock-Based Awards paid out in Shares) that may be granted or that may vest, as
applicable, in any calendar year pursuant to any Incentive Award held by any
individual Employee shall be 3,423,103 Shares.

    


    (b) The
maximum aggregate cash payout (including SARs, Performance Units and Performance
Shares paid out in cash, or Other Stock-Based Awards paid out in cash) with
respect to Incentive Awards granted in any calendar year which may be made to
any individual Employee shall be Twenty Million dollars
($20,000,000).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) With
respect to any Stock Option or Stock Appreciation Right granted to a Covered
Employee that is canceled or repriced, the number of Shares subject to such
Stock Option or Stock Appreciation Right shall continue to count against the
maximum number of Shares that may be the subject of Stock Options or Stock
Appreciation Rights granted to such Employee hereunder to the extent such is
required in accordance with Section 162(m) of the Code.

    


    (d) The
limitations of subsections (a), (b) and (c) above shall be construed
and administered so as to comply with the Performance-Based
Exception.

    


    The Plan
as amended hereby is effective on March 27, 2009, subject to approval of
the stockholders of the Company within one year from March 27, 2009.
Incentive Awards may be granted under the Plan pursuant to this amendment prior
to the receipt of such stockholder approval; provided however, that if the
requisite stockholder approval is not obtained then any such Incentive Awards
granted hereunder shall automatically become null and void and have no force and
effect.

     

    
      
        
          	 	      
                  INX
      Inc.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ James
      H. Long	 
	 	 	      
                  James
      H. Long, Chairman of the Board
      
                    and
      Chief Executive Officer