exv4w1






Exhibit 4.1




eCopy, Inc.

Amended and Restated 2007 Equity Incentive and Grant Plan




(Amended and Restated as of September 30, 2009)



SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS




     The name of the plan is the eCopy, Inc. Amended and Restated 2007 Equity Incentive and Grant
Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees,
directors and other key persons (including prospective employees, but conditioned on their
employment, and consultants) of eCopy, Inc., a Delaware corporation (including any successor
entity, the “Company”) and any Subsidiary, upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business, to acquire a proprietary interest in
the Company. It is anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their
desire to remain with the Company.



     The following terms shall be defined as set forth below:



     “Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.



     “Award” or “Awards,” except where referring to a particular category of grant under the Plan,
shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock and Restricted
Stock Unit Awards or any combination of the foregoing.



     “Award Agreement” means a written or electronic agreement setting forth the terms and
provisions applicable to an Award granted under the Plan. Each Award Agreement is subject to the
terms and conditions of the Plan.



     “Board” means the Board of Directors of the Company.



     “Cause” shall have the meaning as set forth in the Award Agreement(s). In the case that any
Award Agreement does not contain the definition of “Cause,” it should have the meaning as
determined in good faith by the Board.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and
related rules, regulations and interpretations.



     “Committee” means the Committee referred to in Section 2.



     “Effective Date” means the date on which the Plan is approved by stockholders as set forth on
the final page of the Plan.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.



 









 





     “Fair Market Value” of the Stock on any given date means the fair market value of the Stock
determined in good faith by the Committee based on the reasonable application of a reasonable
valuation method not inconsistent with Section 409A of the Code. If the Stock is admitted to
quotation on a national securities exchange, the determination shall be made by reference to market
quotations. If the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be
the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus
relating to the Company’s Initial Public Offering.



     “Incentive Stock Option” means any Stock Option designated and qualified as an “incentive
stock option” as defined in Section 422 of the Code.



     “Initial Public Offering” means the consummation of the first fully underwritten, firm
commitment public offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, as a result of or following which the
Stock shall be publicly held.



     “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.



     “Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to
Section 5.



     “Restricted Stock Award” means an Award granted pursuant to Section 6 entitling the recipient
to acquire, at such purchase price (which may be zero) as determined by the Committee, shares of
Stock subject to such restrictions and conditions as the Committee may determine at the time of
grant, which purchase price shall be payable in cash or other form of consideration acceptable to
the Committee.



     “Restricted Stock Unit Award” means a bookkeeping entry representing a right to receive one
share of Stock, granted pursuant to Section 7. Each Restricted Stock Unit represents an unfunded
and unsecured obligation of the Company.



     “Sale Event” shall mean and include any of the following: (a) consummation of a merger or
consolidation of the Company with or into any other corporation or other entity in which holders of
the Company’s voting securities immediately prior to such merger or consolidation will not,
directly or indirectly, continue to hold at least a majority of the outstanding voting securities
of the Company; (b) a sale, lease, exchange or other transfer (in one transaction or a related
series of transactions) of all or substantially all of the Company’s and its Subsidiaries’ assets
on a consolidated basis to an unrelated person or entity; (c) the acquisition by any person or any
group of persons, acting together in any transaction or related series of transactions, of such
quantity of the Company’s voting securities as causes such person, or group of persons, to own
beneficially, directly or indirectly, as of the time immediately after such transaction or related
series of transactions, 50% or more of the combined voting power of the voting securities of the
Company other than as a result of (i) an acquisition of securities directly from the Company or
(ii) an acquisition of securities by the Company which, by reducing the voting securities
outstanding, increases the proportionate voting power represented by the voting



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securities owned by any such person or group of persons to 50% or more of the combined voting
power of such voting securities; or (d) the liquidation or dissolution of the Company.




     “Section 409A” means Section 409A of the Code and the regulations and other guidance
promulgated thereunder.



     “Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to
adjustments pursuant to Section 3.



     “Subsidiary” means any corporation or other entity (other than the Company) in which the
Company has at least a fifty percent (50%) interest, either directly or indirectly.



     “Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting
power of all classes of stock of the Company or any parent of the Company or any Subsidiary.



SECTION
2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT
GRANTEES AND DETERMINE

          
            AWARDS




     (a) Administration of Plan. The Plan shall be administered by the Board, or at the
discretion of the Board, by a committee of the Board, comprised of not less than two (2) Directors.
All references herein to the “Committee” shall be deemed to refer to the group then responsible
for administration of the Plan at the relevant time (i.e., either the Board of Directors or a
committee or committees of the Board, as applicable).



     (b) Powers of Committee. The Committee shall have the power and authority to grant
Awards consistent with the terms of the Plan, including the power and authority:



          (i) to select the individuals to whom Awards may from time to time be granted;




          (ii) to determine the time or times of grant, and the amount, if any, of Incentive Stock
Options, Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards or any
combination of the foregoing, granted to any one or more grantees;




          (iii) to determine the number of shares of Stock to be covered by any Award and, subject to
the provisions of Section 5(a)(i) below, the price, exercise price, conversion ratio or other price
relating thereto;




          (iv) to determine and, subject to Section 11, to modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and grantees, and to approve the form
of written instruments evidencing the Awards;




          (v) to accelerate at any time the exercisability or vesting of all or any portion of any
Award;







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          (vi) to impose any limitations on Awards granted under the Plan, including limitations on
transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;




          (vii) subject to any restrictions applicable to Incentive Stock Options, to extend at any time
the period in which Stock Options may be exercised; and




          (viii) at any time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem advisable; to
interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to
decide all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.



All decisions and interpretations of the Committee shall be binding on all persons, including the
Company and Plan grantees.




     (c) Award Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award and may include, without
limitation, the term of an Award, the provisions applicable in the event employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind an Award.



     (d) Indemnification. Neither the Board nor the Committee, nor any member of either or
any delegate thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with the Plan, and the members of the Board and the
Committee (and any delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s governing documents, including its articles or bylaws,
or any directors’ and officers’ liability insurance coverage which may be in effect from time to
time and/or any indemnification agreement between such individual and the Company.



     (e) Deferral Arrangement. The Committee may establish rules and procedures,
consistent with Section 409A, setting forth the circumstances under which the distribution or the
receipt of Stock and other amounts payable with respect to an Award may be deferred either
automatically or at the election of the grantee and whether and to what extent the Company may pay
or credit amounts constituting interest (at rates determined by the Committee) or dividends or
deemed dividends on such deferrals.



SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION




     (a) Stock Issuable. The maximum number of shares of Stock reserved and available for
issuance under the Plan shall be 600,000 shares, subject to adjustment as provided in Section 3(b).
For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited,
canceled, withheld upon exercise of an Option or settlement of an Award to cover the exercise price
or tax withholding, reacquired by the Company prior to vesting, satisfied without



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the issuance of Stock or otherwise terminated (other than by exercise), in each case shall be
added back to the shares of Stock available for issuance under the Plan. Subject to such overall
limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types
of Award. The shares available for issuance under the Plan may be authorized but unissued shares
of Stock or shares of Stock reacquired by the Company.




     (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar change in the Company’s capital stock, the outstanding shares of Stock are
increased or decreased or are exchanged for a different number or kind of shares or other
securities of the Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares of Stock or other
securities, or, if, as a result of any merger or consolidation, or sale of all or substantially all
of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for
securities of the Company or any successor entity (or a parent or subsidiary thereof), the
Committee shall make an appropriate and equitable or proportionate adjustment in (i) the maximum
number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other
securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if
any, per share subject to each outstanding Restricted Stock Award, and (iv) the price for each
share subject to any then outstanding Stock Options under the Plan, without changing the aggregate
exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which
such Stock Options remain exercisable. The adjustment by the Committee shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such
adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional
shares.



     (c) Mergers and Other Transactions.



          (i) Upon consummation of a Sale Event, the Plan and all outstanding Awards granted hereunder
shall terminate, unless provision is made in connection with the Sale Event in the sole discretion
of the parties to the Sale Event for the assumption or continuation by the successor entity of
Awards theretofore granted (an “Assumed Award”), or the substitution of such Awards with new awards
of the successor entity or parent thereof (a “Substituted Award”), with an equitable or
proportionate adjustment as to the number and kind of shares and, if appropriate, the per share
exercise prices, as such parties shall agree (after taking into account any acceleration
hereunder). In connection with any Sale Event in which all of the consideration is cash, the
parties to any such Sale Event may also provide that some or all outstanding Awards that would
otherwise not be fully vested and exercisable in full after giving effect to the Sale Event will be
converted into the right to receive the consideration payable to holders of Stock in the Sale Event
(net of the applicable exercise price), subject to any remaining vesting provisions relating to
such Awards and the other terms and conditions of the Sale Event (such as indemnification
obligations and purchase price adjustments) to the extent provided by the parties.




          (ii) Terms relating to vesting in connection with a Sale Event shall be as specified in the
relevant Award Agreement.







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          (iii) Notwithstanding anything to the contrary herein, the Company shall have the right, but
not the obligation in connection with a Sale Event, to make or provide for a cash payment to
grantees holding Options, in exchange for the cancellation thereof, in an amount equal to the
difference between (A) the value as determined by the Committee of the consideration payable, or
otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event multiplied by
the number of shares of Stock subject to outstanding Options (to the extent then exercisable,
including by reason of vesting acceleration, at prices not in excess of the Sale Price) and (B) the
aggregate exercise price of all such outstanding Options, subject to any remaining vesting
provisions relating to such Options and the other terms and conditions of the Sale Event (such as
indemnification obligations and purchase price adjustments) to the extent provided by the parties.




     (d) Substitute Awards. The Committee may grant Awards under the Plan in substitution
for stock and similar stock-based awards held by employees, directors or other key persons of
another corporation in connection with the merger or consolidation of the employing corporation
with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Committee may direct that the substitute awards be granted
on such terms and conditions as the Committee considers appropriate in the circumstances. Any
substitute Awards granted under the Plan shall not count against the share limitation set forth in
Section 3(a).




	 	 	SECTION 4. ELIGIBILITY





     Grantees under the Plan will be such full or part-time officers and other employees, directors
and key persons (including prospective employees, but conditioned on their employment, and
consultants) of the Company and any Subsidiary who are selected from time to time by the Committee
in its sole discretion; provided, however, that an Incentive Stock Option may be
granted only to a person who, at the time the Incentive Stock Option is granted, is an employee of
the Company or any Subsidiary.



SECTION 5. STOCK OPTIONS




     Any Stock Option granted under the Plan must be made pursuant to a Stock Option Award
Agreement in such form as the Committee may from time to time approve. Option Award Agreements
need not be identical.



     Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified
Stock Options. Incentive Stock Options may be granted only to employees of the Company or any
Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To
the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.



     No Incentive Stock Option shall be granted under the Plan after the date which is ten (10)
years from the date the Plan is approved by the Board.



     (a) Terms of Stock Options. The Committee in its discretion may grant Stock Options
to eligible employees and key persons of the Company or any Subsidiary. Stock



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Options granted pursuant to this Section 5(a) shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Committee shall deem desirable. If the Committee so determines, Stock Options
may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and
conditions as the Committee may establish.




          (i) Exercise Price. The exercise price per share for the Stock covered by a Stock
Option granted pursuant to Section 5(a) shall be determined by the Committee at the time of grant.
In the case of an Incentive Stock Option, the exercise price per share for the Stock covered by
such Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair Market
Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten
Percent Owner, the exercise price per share for the Stock covered by such Incentive Stock Option
shall be not less than one hundred ten percent (110%) of the Fair Market Value on the grant date.




          (ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but
no Stock Option shall be exercisable more than ten (10) years after the date the Stock Option is
granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term
of such Stock Option shall be no more than five (5) years from the date of grant.




          (iii) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable
at such time or times, whether or not in installments, as shall be determined by the Committee at
or after the grant date. The Committee may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee
shall not be deemed to have acquired any such shares unless and until a Stock Option shall have
been exercised pursuant to the terms hereof, the Company shall have issued and delivered a
certificate representing the shares to the optionee, and the optionee’s name shall have been
entered on the books of the Company as a stockholder.




          (iv) Method of Exercise. Stock Options may be exercised by an optionee in whole or in
part, by the optionee giving written notice of exercise to the Company, specifying the number of
shares to be purchased. Payment of the purchase price may be made by one or more of the following
methods (or any combination thereof) to the extent provided in the Option Award Agreement:





          (A) In cash, by certified or bank check, by wire transfer of immediately available
funds, or other instrument acceptable to the Committee;




          (B) By the optionee delivering to the Company a promissory note, if the Board has
expressly authorized the loan of funds to the optionee for the purpose of enabling or
assisting the optionee to effect the exercise of his or her Stock Option; provided,
that at least so much of the exercise price as represents the par value of the Stock shall
be paid other than with a promissory note if required by state law;




          (C) If the Initial Public Offering has occurred, through the delivery (or attestation
to the ownership) of shares of Stock that have been purchased by the optionee



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on the open market or that are beneficially owned by the optionee and are not then
subject to restrictions under any Company plan; to the extent required to avoid variable
accounting treatment under FAS 123R or other applicable accounting rules, such surrendered
 shares if originally purchased from the Company shall have been owned by the optionee for at
least six (6) months; such surrendered shares shall be valued at Fair Market Value on the
exercise date; and




          (D) If permitted by the Committee, by the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company for the
purchase price; provided that in the event the optionee chooses to pay the purchase
price as so provided, the optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure;



     Payment instruments will be received subject to collection. No certificates for shares of
Stock so purchased will be issued to the optionee until the Company has completed all steps
required by law to be taken in connection with the issuance and sale of the shares, including
without limitation (i) receipt of a representation from the optionee at the time of exercise of the
Option that the optionee is purchasing the shares for the optionee’s own account and not with a
view to any sale or distribution thereof, (ii) the legending of any certificate representing the
shares to evidence the foregoing restrictions, and (iii) obtaining from optionee payment or
provision for all withholding taxes due as a result of the exercise of the Option. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the exercise of a Stock
Option will be contingent upon receipt from the optionee (or a purchaser acting in his or her stead
in accordance with the provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in the Option Award
Agreement or applicable provisions of laws. In the event an optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the number of shares of
Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number
of shares attested to.



     (b) Annual Limit on Incentive Stock Options. To the extent required for “incentive
stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined
as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options
granted under the Plan and any other plan of the Company or its parent and any Subsidiary that
become exercisable for the first time by an optionee during any calendar year shall not exceed
$100,000 or such other limit as may be in effect from time to time under Section 422 of the Code.
To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock
Option.



     (c) Non-Transferability of Stock Options. No Stock Option shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution and all Stock
Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the
optionee’s legal representative or guardian in the event of the optionee’s incapacity.
Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award
Agreement regarding a given Option that the optionee may transfer, without consideration for the



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transfer, his or her Non-Qualified Stock Options to members of his or her immediate family, to
trusts for the benefit of such family members, or to partnerships in which such family members are
the only partners, provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of the Plan and the applicable Option.




SECTION 6. RESTRICTED STOCK AWARDS




     (a) Nature of Restricted Stock Awards. The Committee shall determine the restrictions
and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be
based on continuing employment (or other service relationship), achievement of pre-established
performance goals and objectives and/or such other criteria as the Committee may determine. The
grant of a Restricted Stock Award is contingent on the grantee executing a Restricted Stock Award
Agreement. The terms and conditions of each such Award Agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and grantees, all of
whom must be eligible persons under Section 4 hereof.



     (b) Rights as a Stockholder. Upon execution of a Restricted Stock Award Agreement and
payment of any applicable purchase price, a grantee of Restricted Stock shall be considered the
record owner of and shall be entitled to vote the Shares of Restricted Stock if, and to the extent,
such Shares are entitled to voting rights, subject to such conditions contained in the Restricted
Stock Award Agreement. Except as otherwise provided for in any agreement or waiver letter, the
grantee shall be entitled to receive all dividends and any other distributions declared on the
Shares; provided, however, that the Company is under no duty to declare any such
dividends or to make any such distribution. The Restricted Stock Award Agreement may require or
permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted
Stock. Unless the Committee shall otherwise determine, certificates evidencing the Restricted
Stock shall remain in the possession of the Company until such Restricted Stock is vested as
provided in subsection (d) below of this Section, and the grantee shall be required, as a condition
of the grant, to deliver to the Company a stock power endorsed in blank and such other instruments
of transfer as the Committee may prescribe.



     (c) Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as specifically provided herein or in the Restricted
Stock Award Agreement. Except as may otherwise be provided by the Committee either in the Award
Agreement or, subject to Section 11 below, in writing after the Award Agreement is issued, if any,
if a grantee’s employment (or other service relationship) with the Company and any Subsidiary
terminates, the Company or its assigns shall have the right, as may be specified in the relevant
instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as
is set forth in the Restricted Stock Award Agreement.



     (d) Vesting of Restricted Stock. The Committee at the time of grant shall specify the
date or dates and/or the attainment of pre-established performance goals, objectives and other
conditions on which Restricted Stock shall become vested, subject to such further rights of the
Company or its assigns as may be specified in the Restricted Stock Award Agreement.



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SECTION 7. RESTRICTED STOCK UNIT AWARDS




     Restricted Stock Units may be granted at any time and from time to time as determined by the
Committee. After the Committee determines that it will grant Restricted Stock Units under the
Plan, it will advise the grantee in a Restricted Stock Unit Award Agreement of the terms,
conditions, and restrictions related to the grant, including the number of Restricted Stock Units
and the vesting criteria. The Committee will set vesting criteria in its discretion, which,
depending on the extent to which the criteria are met, will determine the number of shares of Stock
to be issued in settlement of such Restricted Stock Units. Upon meeting the applicable vesting
criteria, the grantee will be entitled to receive a payout of shares of Stock as determined by the
Committee and set forth in the applicable Restricted Stock Unit Award Agreement. Notwithstanding
the foregoing, at any time after the grant of Restricted Stock Units, the Committee, in its sole
discretion, may reduce or waive any vesting criteria that must be met to receive an issuance of
shares of Stock upon settlement of the Restricted Stock Units. The issuance of shares of Stock in
settlement of vested Restricted Stock Units will be made as soon as practicable after the date(s)
determined by the Committee and set forth in the Restricted Stock Unit Award Agreement. The
Committee may only settle vested Restricted Stock Units in shares of Stock. The Company intends
that any Restricted Stock Units granted hereunder be exempt from the application of Section 409A of
the Code or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A
of the Code and the regulations and other guidance issued thereunder.



SECTION 8. TAX WITHHOLDING




     (a) Payment by Grantee. Each grantee shall, no later than the date as of which the
value of an Award or of any Stock or other amounts received thereunder first becomes includable in
the gross income of the grantee for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes
of any kind required by law to be withheld by the Company with respect to such income. The Company
and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver
stock certificates to any grantee is subject to and conditioned on any such tax withholding
obligations being satisfied by the grantee.



     (b) Payment in Stock. Subject to approval by the Committee, a grantee may elect to
have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by
authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a
number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the minimum withholding amount due.



SECTION 9. SECTION 409A AWARDS




     To the extent that any Award is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional
rules and requirements as specified by the Administrator from time to time in order to comply with
Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from
service” (within the meaning of Section 409A) to a grantee who



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is considered a “specified employee” (within the meaning of Section 409A), then no such
payment shall be made prior to the date that is the earlier of (i) six months and one day after the
grantee’s date of separation from service, or (ii) the grantee’s death, but only to the extent such
delay is necessary to prevent such payment from being subject to interest, penalties and/or
additional tax imposed pursuant to Section 409A.




SECTION 10. TRANSFER, LEAVE OF ABSENCE, ETC.




     For purposes of the Plan, the following events shall not be deemed a termination of
employment:



     (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a
Subsidiary, or from one Subsidiary to another; or



     (b) an approved leave of absence for military service, sickness or disability, or for any
other purpose approved by the Company, if the employee’s right to re-employment is guaranteed
either by a statute or by contract or under the policy pursuant to which the leave of absence was
granted or if the Committee otherwise so provides in writing.



SECTION 11. AMENDMENTS AND TERMINATION




     The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time,
amend or cancel any outstanding Award (or provide substitute Awards at the same or a reduced
exercise or purchase price or with no exercise or purchase price in a manner not inconsistent with
the terms of the Plan; provided, that such price, if any, must satisfy the requirements
which would apply to the substitute or amended Award if it were then initially granted under the
Plan for the purpose of satisfying changes in law or for any other lawful purpose), but no such
action shall adversely affect rights under any outstanding Award without the consent of the holder
of the Award. The Committee may exercise its discretion to reduce the exercise price of
outstanding Stock Options or effect repricing through cancellation of outstanding Awards and by
granting such holders new Awards in replacement of the cancelled Awards. To the extent determined
by the Committee to be required either by the Code to ensure that Incentive Stock Options granted
under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be
subject to approval by the stockholders of the Company entitled to vote at a meeting of
stockholders. Nothing in this Section 11 shall limit the Board’s or Committee’s authority to take
any action permitted pursuant to Section 3(c).



SECTION 12. STATUS OF PLAN




     With respect to the portion of any Award that has not been exercised and any payments in cash,
Stock or other consideration not received by a grantee, a grantee shall have no rights greater than
those of a general creditor of the Company unless the Committee shall otherwise expressly so
determine in connection with any Award or Awards. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver
Stock or make payments with respect to Awards hereunder; provided, that the existence of
such trusts or other arrangements is consistent with the foregoing sentence.



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SECTION 13. GENERAL PROVISIONS




     (a) No Distribution; Compliance with Legal Requirements. The Committee may require
each person acquiring Stock pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the shares of Stock without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all applicable securities law and
other legal and stock exchange or similar requirements have been satisfied. The Committee may
require the placing of such stop-orders and restrictive legends on certificates for Stock and
Awards as it deems appropriate.



     (b) Delivery of Stock Certificates. Stock certificates to grantees under the Plan
shall be deemed delivered for all purposes when the Company or a stock transfer agent of the
Company shall have mailed such certificates in the United States mail, addressed to the grantee, at
the grantee’s last known address on file with the Company.



     (c) Other Compensation Arrangements; No Employment Rights. Nothing contained in the
Plan shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, and such arrangements may be either generally applicable or applicable only in specific
cases. The adoption of the Plan and the grant of Awards do not confer upon any person any right to
continued employment or service relationship with the Company or any Subsidiary.



     (d) Trading Policy Restrictions. Option exercises and other Awards under the Plan
shall be subject to such Company’s insider trading policy-related restrictions, terms and
conditions as may be established by the Committee, or in accordance with policies set by the
Committee, from time to time.



     (e) Loans to Award Recipients. The Company shall have the authority, to the extent
permitted by law, to make loans to recipients of Awards hereunder (including to facilitate the
purchase of shares) and shall further have the authority to issue shares for promissory notes
hereunder.



     (f) Designation of Beneficiary. Each grantee to whom an Award has been made under the
Plan may designate a beneficiary or beneficiaries to exercise any Award on or after the grantee’s
death or receive any payment under any Award payable on or after the grantee’s death. Any such
designation shall be on a form provided for that purpose by the Committee and shall not be
effective until received by the Committee. If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be
the grantee’s estate.



     (g) Legend. Any certificate(s) representing the Issued Shares shall carry
substantially the following legend:




THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND
CONDITIONS (INCLUDING REPURCHASE AND RESTRICTIONS AGAINST TRANSFERS)
CONTAINED IN



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THE ECOPY, INC. 2007 EQUITY INCENTIVE AND GRANT PLAN AND ANY AWARD
AGREEMENT ENTERED INTO THEREUNDER BY AND BETWEEN THE COMPANY AND THE
HOLDER OF THIS CERTIFICATE (A COPY OF WHICH IS AVAILABLE AT THE
OFFICES OF THE COMPANY FOR EXAMINATION).



SECTION 14. EFFECTIVE DATE OF PLAN




     The Plan shall become effective upon approval of stockholders in accordance with applicable
law. Subject to such approval by the stockholders and to the requirement that no Stock Option or
other Award may be issued hereunder prior to such approval, Stock Options and other Awards may be
granted hereunder on and after adoption of the Plan by the Board. No grants of Stock Options and
other Awards may be made hereunder after the tenth (10th) anniversary of the Effective
Date and no grants of Incentive Stock Options may be made hereunder after the tenth
(10th) anniversary of the date the Plan is approved by the Board.



SECTION 15. GOVERNING LAW




     This Plan, all Awards and any controversy arising out of or relating to this Plan and all
Awards shall be governed by and construed in accordance with the General Corporation Law of the
State of Delaware as to matters within the scope thereof, and as to all other matters shall be
governed by and construed in accordance with the internal laws of the State of New Hampshire,
applied without regard to conflict of law principles that would result in the application of any
law other than the law of the State of New Hampshire.



	 	 	 
	DATE APPROVED BY THE BOARD OF DIRECTORS:

	 	November 1, 2007
	 
	 	 
	DATE APPROVED BY THE STOCKHOLDERS:

	 	November 19, 2007
	 
	 	 
	DATE AMENDMENT AND RESTATEMENT 

APPROVED BY THE BOARD OF DIRECTORS:

	 	September 30, 2009







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