lenco_10a-ex1014.htm


    
      
        

      

    

    Exhibit 10.14

    
 

     

     

    LENCO
MOBILE, INC.

     

    2009
EQUITY INCENTIVE PLAN

    
 

    EFFECTIVE
AS OF OCTOBER 30, 2009

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                SECTION
      1.

              	
                INTRODUCTION 

              	3
	 	 	 
	
                SECTION
      2.

              	DEFINITIONS 	3
	 	 	 
	SECTION
      3.	ADMINISTRATION	9
	 	 	 
	SECTION
      4.	GENERAL 	11
	 	 	 
	SECTION
      5.	SHARES
      SUBJECT TO PLAN 	14
	 	 	 
	SECTION
      6.	TERMS AND CONDITIONS
      OF OPTIONS	15
	 	 	 
	SECTION
      7.	PAYMENT FOR OPTION
      SHARES	17
	 	 	 
	SECTION
      8.	TERMS
      AND CONDITIONS FOR STOCK APPRECIATION RIGHTS. 	18
	 	 	 
	SECTION
      9.	TERMS AND CONDITIONS
      FOR STOCK AWARDS.	19
	 	 	 
	SECTION
      10.	TERMS
      AND CONDITIONS FOR STOCK UNITS. 	20
	 	 	 
	SECTION 11	ADJUSTMENTS 	22
	 	 	 
	SECTION
      12.	EFFECT OF A CHANGE
      IN CONTROL	23
	 	 	 
	SECTION
      13.	LIMITATIONS ON
      RIGHTS	23
	 	 	 
	SECTION
      14.	WITHHOLDING
      TAXES	24
	 	 	 
	SECTION
      15.	DURATION
      AND AMENDMENTS. 	24
	 	 	 
	SECTION
      16.	EXECUTION	25


      

    

     

     

    
      
        
        

      

      
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    LENCO
MOBILE, INC.

    2009 EQUITY INCENTIVE
PLAN

     

    EFFECTIVE
AS OF OCTOBER 30, 2009

     

    SECTION
1. INTRODUCTION.

     

    The
Company’s Board of Directors adopted the Lenco Mobile, Inc. 2009 Equity
Incentive Plan effective as of October 30, 2009 (the “Adoption
Date”).  The Plan is effective on the Adoption Date subject to
obtaining Company stockholder approval as provided in Section 15
below.  Awards granted under the Plan prior to the Stockholder
Approval Date may not be exercised or Shares released to any Participant until
such stockholder approval is obtained.  In the event that the
Stockholder Approval Date does not occur prior to October 30, 2010, all Awards
granted under the Plan shall be forfeited without consideration.

     

    The
purpose of the Plan is to promote the long-term success of the Company and the
creation of stockholder value by offering Key Employees an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, and to encourage such Key Employees to continue to provide
services to the Company and to attract new individuals with outstanding
qualifications.

     

    The Plan
seeks to achieve this purpose by providing for Awards in the form of Options
(which may constitute Incentive Stock Options or Nonstatutory Stock Options),
Stock Appreciation Rights, Stock Awards and Stock Units.

     

    The Plan
shall be governed by, and construed in accordance with, the laws of the State of
Delaware (except its choice-of-law provisions).  Capitalized terms
shall have the meaning provided in Section 2 unless otherwise provided in this
Plan or any related Stock Option Agreement, SAR Agreement, Stock Award Agreement
or Stock Unit Agreement.

     

    SECTION
2. DEFINITIONS.

     

    (a) “Affiliate” means any entity
other than a Subsidiary, if the Company and/or one or more Subsidiaries own not
less than 50% of such entity.

     

    (b) “Award” means any award of an
Option, SAR, Stock Award or Stock Unit under the Plan.

     

    (c) “Board” means the Board of
Directors of the Company, as constituted from time to time.

     

    (d) “California Participant” means
a Participant whose Award was issued in reliance on Section 25102(o) of
the California Corporations Code.

     

    
      
        
        

      

      
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    (e) “Cashless Exercise” means, to
the extent that a Stock Option Agreement so provides and as permitted by
applicable law, a program approved by the Committee in which payment may be made
all or in part by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell Shares and to deliver all
or part of the sale proceeds to the Company in payment of the aggregate Exercise
Price and any applicable tax withholding obligations (up to the maximum amount
permitted by applicable law) relating to the Option.

     

    (f) “Cause” means, except as may
otherwise be provided in a Participant employment agreement or applicable Award
agreement, (i) a conviction of a Participant for a felony crime or the failure
of a Participant to contest prosecution for a felony crime, or (ii) a
Participant’s misconduct, fraud, disloyalty or dishonesty (as such terms may be
defined by the Committee in its sole discretion), or (iii) any unauthorized use
or disclosure of confidential information or trade secrets by a Participant, or
(iv) a Participant's negligence, malfeasance, breach of fiduciary duties,
neglect of duties, or (v) any material violation by a Participant of a written
Company or Subsidiary or Affiliate policy or any material breach by a
Participant of a written agreement with the Company or Subsidiary or Affiliate,
or (vi) any other act or omission by a Participant that, in the opinion of the
Committee, could reasonably be expected to adversely affect the Company's or a
Subsidiary’s or an Affiliate's business, financial condition, prospects and/or
reputation.  In each of the foregoing subclauses (i) through (vi),
whether or not a "Cause" event has occurred will be determined by the Committee
in its sole discretion and the Committee’s determination shall be conclusive,
final and binding.

     

    (g) “Change in Control” except as
may otherwise be provided in a Participant’s employment agreement or Award
agreement, means the occurrence of any of the following:

     

    (i) The
consummation of an acquisition, a merger or consolidation of the Company with or
into another entity or any other corporate reorganization, if more than 50% of
the combined voting power of the continuing or surviving entity's securities
outstanding immediately after such acquisition, merger, consolidation or other
reorganization is owned by persons who in the aggregate owned less than 20% of
the Company’s combined voting power represented by the Company’s outstanding
securities immediately prior to such acquisition, merger, consolidation or other
reorganization;

     

    (ii) The sale,
transfer or other disposition of all or substantially all of the Company's
assets; or

     

    (iii) When a
majority of the members of the Board shall not be Company Incumbent
Directors.

     

    A
transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transactions.

     

    
      
        
        

      

      
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    (h) “Code” means the Internal
Revenue Code of 1986, as amended.

     

    (i) “Committee” means a committee
consisting of one or more members of the Board that is appointed by the Board
(as described in Section 3) to administer the Plan.  If no Committee
has been appointed, the full Board shall constitute the Committee.

     

    (j) “Common Stock” means the
Company’s common stock, par value $0.001 per share, and any other securities
into which such shares are changed, for which such shares are exchanged or which
may be issued in respect thereof.

     

    (k) “Company” means Lenco Mobile,
Inc., a Delaware corporation.

     

    (l) “Company Incumbent Directors”
means (A) individuals who as of the Adoption Date are members of the Board, (B)
individuals elected or directors of the Company subsequent to the Adoption Date
for whose election proxies shall have been solicited by the Board, or (C) any
individual elected or appointed to the Board to fill vacancies of the Board
caused by death or resignation (but not by removal) or to fill newly created
directorships.

     

    (m) “Consultant” means an
individual who performs bona fide services to the Company, a Parent, a
Subsidiary or an Affiliate other than as an Employee or Director or Non-Employee
Director.

     

    (n) “Covered Employees” means those
persons whose compensation is subject to the deduction limitations of Code
Section 162(m).

     

    (o) “Director” means a member of
the Board who is also an Employee.

     

    (p) “Disability” means that the Key
Employee is classified as disabled under a long-term disability policy of the
Company or, if no such policy applies, the Key Employee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months.  The Disability of a Key Employee shall be
determined solely by the Committee on the basis of such medical evidence as the
Committee deems warranted under the circumstances.

     

    (q) “Employee” means any individual
who is a common-law employee of the Company, a Parent, a Subsidiary or an
Affiliate.

     

    (r) “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    (s) “Exercise Price” means, in the
case of an Option, the amount for which a Share may be purchased upon exercise
of such Option, as specified in the applicable Stock Option
Agreement.  “Exercise Price,” in the case of a SAR, means an amount,
as specified in the applicable SAR Agreement, which is subtracted from the Fair
Market Value in determining the amount payable upon exercise of such
SAR.

     

    
      
        
        

      

      
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    (t) “Fair Market Value” means the
market price of a Share, determined by the Committee as follows:

     

    (i) If the
Shares were traded on a stock exchange (such as the New York Stock Exchange, the
NASDAQ Global Market or NASDAQ Capital Market) at the time of determination,
then the Fair Market Value shall be equal to the regular session closing price
for such stock as reported by such exchange (or the exchange or market with the
greatest volume of trading in the Shares) on the date of determination, or if
there were no sales on such date, on the last date preceding such date on which
a closing price was reported;

     

    (ii) If the
Shares were traded on the OTC Bulletin Board at the time of determination, then
the Fair Market Value shall be equal to the last-sale price reported by the OTC
Bulletin Board for such date, or if there were no sales on such date, on the
last date preceding such date on which a sale was reported; and

     

    (iii) If
neither of the foregoing provisions is applicable, then the Fair Market Value
shall be determined by the Committee in good faith using a reasonable
application of a reasonable valuation method as the Committee deems
appropriate.

     

    Whenever
possible, the determination of Fair Market Value by the Committee shall be based
on the prices reported by the applicable exchange or the OTC Bulletin Board, as
applicable, or a nationally recognized publisher of stock prices or quotations
(including an electronic on-line publication).  Such determination
shall be conclusive and binding on all persons.

     

    (u) “Fiscal Year” means the
Company's fiscal year.

     

    (v) “Grant” means any grant of an
Option or a SAR under the Plan.

     

    (w) “Incentive Stock Option” or
“ISO” means an incentive
stock option described in Code section 422.

     

    (x) “Key Employee” means an
Employee, Director, Non-Employee Director or Consultant who has been selected by
the Committee to receive an Award under the Plan.

     

    (y) “Non-Employee Director” means a
member of the Board who is not an Employee.

     

    (z) “Nonstatutory Stock Option” or
“NSO” means a stock
option that is not an ISO.

     

    (aa) “Officer” means an individual
who is an officer of the Company within the meaning of Rule 16a-1(f) of the
Exchange Act.

     

    (bb) “Option” means an ISO or NSO
granted under the Plan entitling the Optionee to purchase a specified number of
Shares, at such times and applying a specified Exercise Price, as provided in
the applicable Stock Option Agreement.

     

    
      
        
        

      

      
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    (cc) “Optionee” means an individual,
estate or other entity that holds an Option.

     

    (dd) “Parent” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.  A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

     

    (ee) “Participant” means an
individual or estate or other entity that holds an Award.

     

    (ff) “Performance Goals” means one
or more objective measurable performance factors as determined by the Committee
with respect to each Performance Period based upon one or more of the
following:  (i) operating income; (ii) earnings before interest,
taxes, depreciation and amortization, or EBITDA; (iii) earnings; (iv) cash flow;
(v) market share; (vi) sales or revenue; (vii) expenses; (viii) cost of goods
sold; (ix) profit/loss or profit margin; (x) working capital; (xi) return on
equity or assets; (xii) earnings per share; (xiii) economic value added, or EVA;
(xiv) stock price; (xv) price/earnings ratio; (xvi) debt or debt-to-equity;
(xvii) accounts receivable; (xviii) writeoffs; (xix) cash; (xx) assets; (xxi)
liquidity; (xxii) operations; (xxiii) research or related milestones; (xxiv)
business development; (xxv) intellectual property (e.g., patents); (xxvi)
product development; (xxvii) regulatory activity; (xxviii) information
technology; (xxix) financings; (xxx) product quality control; (xxxi) management;
(xxxii) human resources; (xxxiii) corporate governance; (xxxiv) compliance
program; (xxxv) legal matters; (xxxvi) internal controls; (xxxvii) policies and
procedures; (xxxviii) accounting and reporting; (xxxix) strategic alliances,
licensing and partnering; (xl) site, plant or building development; and/or (xli)
mergers and acquisitions or divestitures; each with respect to the Company
and/or one or more Affiliates or operating units as determined by the Committee
in its sole discretion.  Awards issued to persons who are not Covered
Employees may take into account other (or no) factors.

     

    (gg) “Performance Period” means any
period not exceeding 36 months as determined by the Committee, in its sole
discretion.  The Committee may establish different Performance Periods
for different Participants, and the Committee may establish concurrent or
overlapping Performance Periods.

     

    (hh) “Plan” means this Lenco Mobile,
Inc. 2009 Equity Incentive Plan as it may be amended from time to
time.

     

    (ii) “Re-Price” means that the
Company has lowered or reduced the Exercise Price of outstanding Options and/or
outstanding SARs for any Participant(s) in a manner described by SEC Regulation
S-K Item 402(d)(2)(viii) (or as described in any successor provision(s) or
definition(s)).

     

    (jj) “SAR Agreement” means the
agreement described in Section 8 evidencing each Grant of a Stock Appreciation
Right.

     

    (kk) “SEC” means the Securities and
Exchange Commission.

     

    
      
        
        

      

      
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    (ll) “Section 16 Persons” means
those Officers or Directors or Non-Employee Directors or other persons who are
subject to Section 16 of the Exchange Act.

     

    (mm) “Section 280G Approval” means
the separate approval by stockholders owning more than 75% of the voting power
of all outstanding stock of the Company entitled to vote immediately before a
Change in Control which approval shall be obtained in compliance with the
requirements of Code Section 280G(b)(5)(B), as amended, including any successor
thereof, and the regulations promulgated thereunder, as determined by the
Committee in its sole discretion.

     

    (nn) “Securities Act” means the
Securities Act of 1933, as amended.

     

    (oo) “Service” means service as an
Employee, Director, Non-Employee Director or Consultant.  Service will
be deemed terminated as soon as the entity to which Service is being provided is
no longer either (i) the Company, (ii) a Parent, (iii) a Subsidiary or (iv) an
Affiliate.  The Committee determines when Service commences and when
Service terminates.  A Participant’s Service does not terminate if he
or she is a common-law employee and goes on a bona fide leave of absence that
was approved by the Company in writing and the terms of the leave provide for
continued service crediting, or when continued service crediting is required by
applicable law.  However, for purposes of determining whether an
Option is entitled to continuing ISO status, a common-law employee’s Service
will be treated as terminating ninety (90) days after such Employee went on
leave, unless such Employee’s right to return to active work is guaranteed by
law or by a contract.  Service terminates in any event when the
approved leave ends, unless such Employee immediately returns to active
work.  The Committee determines which leaves count toward Service and
when Service terminates for all purposes under the Plan.

     

    (pp) “Share” means one share of
Common Stock.

     

    (qq) “Stock Appreciation Right or
SAR” means a stock appreciation right awarded under the
Plan.

     

    (rr) “Stock Award” means an award of
Shares under the Plan.

     

    (ss) “Stock Award Agreement” means
the agreement described in Section 9 evidencing each Stock
Award.

     

    (tt) “Stock Option Agreement” means
the agreement described in Section 6 evidencing each Grant of an
Option.

     

    (uu) “Stock Unit” means a
bookkeeping entry representing the equivalent of one Share, as awarded under the
Plan.

     

    (vv) “Stock Unit Agreement” means
the agreement described in Section 10 evidencing each Award of a Stock
Unit.

     

    (ww) “Stockholder Approval Date”
means the date that the Company’s stockholders approve this Plan.

     

    
      
        
        

      

      
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    (xx) “Stockholders Agreement” means
any applicable agreement between the Company’s stockholders and/or investors
that provides certain rights and obligations for all stockholders.

     

    (yy) “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.  A corporation that attains the
status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

     

    (zz) “Termination Date” means the
date on which a Participant’s Service terminates as determined by the
Committee.

     

    (aaa) “10-Percent Shareholder” means
an individual who owns more than ten percent (10%) of the total combined voting
power of all classes of outstanding stock of the Company, its Parent or any of
its Subsidiaries.  In determining stock ownership, the attribution
rules of section 424(d) of the Code shall be applied.

     

    SECTION
3. ADMINISTRATION.

     

    (a) Committee
Composition.  A Committee appointed by the Board shall
administer the Plan.  Unless the Board provides otherwise, the Board’s
Compensation Committee (or a comparable committee of the Board) shall be the
Committee.  The Board may also at any time terminate the functions of
the Committee and reassume all powers and authority previously delegated to the
Committee.

     

    To the
extent required, the Committee shall have membership composition which enables
(i) Awards to Section 16 Persons to qualify as exempt from liability under
Section 16(b) of the Exchange Act and (ii) Awards to Covered Employees to
qualify as performance-based compensation as provided under Code Section
162(m).

     

    The Board
may also appoint one or more separate committees of the Board, each composed of
one or more directors of the Company who need not qualify under Rule 16b-3
of the Exchange Act or Code Section 162(m), that may administer the Plan with
respect to Key Employees who are not Section 16 Persons or Covered Employees,
respectively, may grant Awards under the Plan to such Key Employees and may
determine all terms of such Awards.  To the extent permitted by
applicable law, the Board may also appoint a committee, composed of one or more
officers of the Company, that may authorize Awards to Employees (who are not
Section 16 Persons or Covered Employees) within parameters specified by the
Board and consistent with any limitations imposed by applicable
law.

     

    Notwithstanding
the foregoing, the Board shall constitute the Committee and shall administer the
Plan with respect to all Awards granted to Non-Employee Directors.

     

    
      
        
        

      

      
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    (b) Authority of the
Committee.  Subject to the provisions of the Plan, the
Committee shall have full authority and discretion to take any actions it deems
necessary or advisable for the administration of the Plan.  Such
actions shall include without limitation:

     

    (i) selecting
Key Employees who are to receive Awards under the Plan;

     

    (ii) determining
the type, number, vesting requirements, performance conditions (if any) and
their degree of satisfaction, and other features and conditions of such Awards
and amending such Awards;

     

    (iii) correcting
any defect, supplying any omission, or reconciling or clarifying any
inconsistency in the Plan or any Award agreement;

     

    (iv) accelerating
the vesting, or extending the post-termination exercise term, or waiving
restrictions, of Awards at any time and under such terms and conditions as it
deems appropriate;

     

    (v) interpreting
the Plan and any Award agreements;

     

    (vi) making
all other decisions relating to the operation of the Plan; and

     

    (vii) adopting
such plans or subplans as may be deemed necessary or appropriate to provide for
the participation by non-U.S. employees of the Company and its Subsidiaries and
Affiliates, which plans and/or subplans shall be attached hereto as
Appendices.

     

    The
Committee may adopt such rules or guidelines, as it deems appropriate to
implement the Plan.  The Committee’s determinations under the Plan
shall be final and binding on all persons.  The Committee’s decisions
and determinations need not be uniform and may be made selectively among
Participants in the Committee’s sole discretion.  The Committee’s
decisions and determinations will be afforded the maximum deference provided by
law.

     

    (c) Indemnification.  To
the maximum extent permitted by applicable law, each member of the Committee, or
of the Board, or any persons (including without limitation Employees and
Officers) who are delegated by the Board or Committee to perform administrative
functions in connection with the Plan, shall be indemnified and held harmless by
the Company against and from (i) any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Award agreement, and (ii) from any and
all amounts paid by him or her in settlement thereof, with the Company’s
approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he or she undertakes to handle and defend it on his or her own
behalf.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company’s Certificate of Incorporation or
Bylaws, by contract, as a matter of law, or otherwise, or under any power that
the Company may have to indemnify them or hold them harmless.

     

    
      
        
        

      

      
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    SECTION
4. GENERAL.

     

    (a) Eligibility.  Only
Employees, Directors, Non-Employee Directors and Consultants shall be eligible
for designation as Key Employees by the Committee.

     

    (b) Incentive Stock
Options.  Only Key Employees who are common-law employees of
the Company, a Parent or a Subsidiary shall be eligible for the grant of
ISOs.  In addition, a Key Employee who is a 10-Percent Shareholder
shall not be eligible for the grant of an ISO unless the requirements set forth
in section 422(c)(5) of the Code are satisfied.  If and to the extent
that any Shares are issued under a portion of any Option that exceeds the
$100,000 limitation of Section 422 of the Code, such Shares shall not be treated
as issued under an ISO notwithstanding any designation
otherwise.  Certain decisions, amendments, interpretations and actions
by the Committee and certain actions by a Participant may cause an Option to
cease to qualify as an ISO pursuant to the Code and by accepting an Option the
Participant agrees in advance to such disqualifying action.

     

    (c) Restrictions on
Shares.  Any Shares issued pursuant to an Award shall be
subject to such rights of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine.  Such restrictions shall
apply in addition to any restrictions that may apply to holders of Shares
generally and shall also comply to the extent necessary with applicable
law.  In no event shall the Company be required to issue fractional
Shares under this Plan.

     

    (d) Beneficiaries.  A
Participant may designate one or more beneficiaries with respect to an Award by
timely filing the prescribed form with the Company.  A beneficiary
designation may be changed by filing the prescribed form with the Company at any
time before the Participant’s death.  If no beneficiary was designated
or if no designated beneficiary survives the Participant, then after a
Participant’s death any vested Award(s) shall be transferred or distributed to
the Participant’s estate.

     

    (e) Performance
Conditions.  The Committee may, in its discretion, include
performance conditions in any Award.  If performance conditions are
included in Awards to Covered Employees that are intended to qualify as
performance-based compensation under Code Section 162(m), then such Awards will
be subject to the achievement of Performance Goals that shall be established and
administered pursuant to the requirements of Code Section 162(m) and as
described in this Section 4(e).  Before any Shares underlying an Award
or any Award payments are released to a Covered Employee with respect to a
Performance Period, the Committee shall certify in writing that the Performance
Goals for such Performance Period have been satisfied.  Without
limitation, the approved minutes of a Committee meeting shall constitute such
written certification.  The Committee may appropriately adjust any
evaluation of performance under a Performance Goal to exclude any of the
following events that occurs during a Performance Period:

     

    
      (i)  asset
write-downs,

       

      
        
          
          

        

        
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      (ii)  litigation
or claim judgments or settlements,

       

      (iii)  the
effect of changes in or provisions under tax law, accounting principles or other
such laws or provisions affecting reported results,

       

      (iv)  accruals
for reorganization and restructuring programs and

       

      (v)  any
extraordinary non-recurring items as described in applicable accounting
principles and/or in management’s discussion and analysis of financial condition
and results of operations appearing in the Company’s annual report for the
applicable year.

    

     

    Notwithstanding
satisfaction of any completion of any Performance Goal, to the extent specified
at the time of grant of an Award, the number of Shares, Options, SARs,
Restricted Stock Units or other benefits granted, issued, retainable and/or
vested under an Award on account of satisfaction of such Performance Goals may
be reduced by the Committee on the basis of such further considerations as the
Committee in its sole discretion shall determine.  Awards with
performance conditions that are granted to Key Employees who are not Covered
Employees or any Awards to Covered Employees which are not intended to qualify
as performance-based compensation under Code Section 162(m) need not comply with
the requirements of Code Section 162(m).

     

    (f) Stockholder
Rights.  A Participant, or a transferee of a Participant, shall
have no rights as a stockholder (including without limitation voting rights or
dividend or distribution rights) with respect to any Common Stock covered by an
Award until such person becomes entitled to receive such Common Stock, has
satisfied any applicable withholding or tax obligations relating to the Award
and has been issued the applicable stock certificate by the
Company.  No adjustment shall be made for cash or stock dividends or
other rights for which the record date is prior to the date when such
certificate is issued, except as expressly provided in
Section 11.  The issuance of an Award may be subject to and
conditioned upon the Participant’s agreement to become a party to a Stockholders
Agreement and be bound by its terms.

     

    (g) Buyout of
Awards.  The Committee may at any time offer to buy out, for a
payment in cash or cash equivalents (including without limitation Shares issued
at Fair Market Value that may or may not be issued under this Plan), an Award
previously granted based upon such terms and conditions as the Committee shall
establish.

     

    
      
        
        

      

      
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    (h) Termination of
Service.  Unless the applicable Award agreement or employment
agreement provides otherwise (and in such case, the Award or employment
agreement shall govern as to the consequences of a termination of Service for
such Awards subject to Section 4(i)), the following rules shall govern the
vesting, exercisability and term of outstanding Awards held by a Participant in
the event of termination of such Participant's Service (in all cases subject to
the term of the Option or SAR as applicable):  (i) if the Service of a
Participant is terminated for Cause, then all Options, SARs and unvested
portions of Stock Awards and Stock Units shall terminate and be forfeited
immediately without consideration; (ii) if the Service of Participant is
terminated for any reason other than for Cause, death or Disability, then the
vested portion of his/her then-outstanding Options or SARs may be exercised by
such Participant or his or her personal representative within three months after
the date of such termination and all unvested portions of any outstanding Awards
shall be forfeited without consideration as of the date of such termination; or
(iii) if the Service of a Participant is terminated due to death or Disability,
the vested portion of his/her then-outstanding Options or SARs may be exercised
within twelve months after the date of termination of Service and all unvested
portions of any outstanding Awards shall be forfeited without consideration as
of the date of such termination.

     

    (i) California
Participants.  Awards to California Participants shall also be
subject to the following terms regarding the time period to exercise vested
Options or SARs after termination of Service.  These additional terms
shall apply until such time that the Shares are publicly traded and/or the
Company is subject to the reporting requirements of the Exchange
Act:  In the event of termination of a Participant's Service, (i) if
such termination was for reasons other than death or Disability or Cause, the
Participant shall have at least 30 days after the date of such termination to
exercise any of his/her vested outstanding Options or SARs (but in no event
later than the expiration of the term of such Options or SARs established by the
Committee as of the Grant date) or (ii) if such termination was due to death or
Disability, the Participant shall have at least six months after the date of
such termination to exercise any of his/her vested outstanding Options or SARs
(but in no event later than the expiration of the term of such Options or SARs
established by the Committee as of the Grant date).  The Committee, in
its discretion, may also elect to include some or all of these Section 4(i)
terms in Awards to Key Employees who are not California
Participants.

     

    (j) Suspension or Termination of
Awards.  If at any time (including after a notice of exercise
has been delivered) the Committee (or the Board), reasonably believes that a
Participant has committed an act of Cause (which includes a failure to act), the
Committee (or Board) may suspend the Participant's right to exercise any Option
or SAR (or vesting of Stock Awards or Stock Units) pending a determination of
whether there was in fact an act of Cause.  If the Committee (or the
Board) determines a Participant has committed an act of Cause, neither the
Participant nor his or her estate shall be entitled to exercise any outstanding
Option or SAR whatsoever and all of Participant's outstanding Awards shall then
terminate without consideration.  Any determination by the Committee
(or the Board) with respect to the foregoing shall be final, conclusive and
binding on all interested parties.

     

    (k) Code Section
409A.  Notwithstanding anything in the Plan to the contrary,
the Plan and Awards granted hereunder are intended to comply with the
requirements of Code Section 409A and shall be interpreted in a manner
consistent with such intention.  If upon a Participant’s “separation
from service” within the meaning of Code Section 409A, he/she is then a
“specified employee” (as defined in Code Section 409A), then solely to the
extent necessary to comply with Code Section 409A and avoid the imposition of
taxes under Code Section 409A, the Company shall defer payment of “nonqualified
deferred compensation” subject to Code Section 409A payable as a result of and
within six (6) months following such separation from service under this Plan
until the earlier of (i) the first business day of the seventh month following
the Participant’s separation from service, or (ii) ten (10) days after the
Company receives written notification of the Participant’s death.  Any
such delayed payments shall be made without interest.

     

    
      
        
        

      

      
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    (l) Electronic
Communications.  Subject to compliance with applicable law
and/or regulations, an Award agreement or other documentation or notices
relating to the Plan and/or Awards may be communicated to Participants by
electronic media.

     

    (m) Unfunded
Plan.  Insofar as it provides for Awards, the Plan shall be
unfunded.  Although bookkeeping accounts may be established with
respect to Participants who are granted Awards under this Plan, any such
accounts will be used merely as a bookkeeping convenience.  The
Company shall not be required to segregate any assets which may at any time be
represented by Awards, nor shall this Plan be construed as providing for such
segregation, nor shall the Company or the Committee be deemed to be a trustee of
stock or cash to be awarded under the Plan.

     

    (n) Liability of
Company.  The Company (or members of the Board or Committee)
shall not be liable to a Participant or other persons as to: (i) the
non-issuance or sale of Shares as to which the Company has been unable to obtain
from any regulatory body having jurisdiction the authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder; and (ii) any unexpected or adverse tax consequence or any tax
consequence expected but not realized by any Participant or other person due to
the grant, receipt, exercise or settlement of any Award granted
hereunder.

     

    (o) Reformation.  In the
event any provision of this Plan shall be held illegal or invalid for any
reason, such provisions will be reformed by the Board if possible and to the
extent needed in order to be held legal and valid. If it is not possible to
reform the illegal or invalid provisions then the illegality or invalidity shall
not affect the remaining parts of this Plan, and this Plan shall be construed
and enforced as if the illegal or invalid provision had not been
included.

     

    SECTION
5. SHARES
SUBJECT TO PLAN.

     

    (a) Basic
Limitation.  The Common Stock issuable under the Plan shall be
authorized but unissued Shares or treasury Shares.  The aggregate
number of Shares reserved for Awards under the Plan shall not exceed 9,000,000
Shares on a fully diluted basis, subject to adjustment pursuant to Section
11.  The aggregate number of Shares of the Company's Common Stock that
may be issued pursuant to the exercise of ISOs under the Plan shall not exceed
9,000,000 Shares on a fully diluted basis, subject to adjustment pursuant to
Section 11.

     

    (b) Additional
Shares.  If Awards are forfeited or terminated for any reason
other than being exercised, then the Shares underlying such Awards shall again
become available for Awards under the Plan.  If exercised SARs or
Stock Units are settled in Shares, then only the number of Shares (if any)
actually issued in settlement of such SARs or Stock Units shall reduce the
number of Shares available under Section 5(a) and the balance shall again become
available for Awards under the Plan.  If a Participant pays the
Exercise Price by net exercise or by surrendering previously owned Shares (or by
stock attestation) and/or, as permitted by the Committee, pays any withholding
tax obligation with respect to an Award by electing to have Shares withheld or
surrendering previously owned Shares (or by stock attestation), the surrendered
Shares and the Shares withheld to pay taxes shall be available for issuance
under the Plan and shall not count toward the maximum number of shares that may
be issued under the Plan as set forth in Section 5(a).

     

    
      
        
        

      

      
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    (c) Dividend
Equivalents.  Any dividend equivalents distributed under the
Plan shall not be applied against the number of Shares available for
Awards.

     

    (d) Share Limits.  For
so long as: (x) the Company is a “publicly held corporation” within the meaning
of Code Section 162(m) and (y) the deduction limitations of Code Section 162(m)
are applicable to the Covered Employees, then the limits specified below in this
Section 5(d) shall be applicable to Awards issued under the Plan that are
intended to qualify as performance-based compensation under Code Section
162(m).

     

    
      (i)  Limits on
Options.  No Key Employee shall receive Options to purchase
Shares during any Fiscal Year covering in excess of 3,000,000
Shares.

       

      (ii)  Limits on
SARs.  No Key Employee shall receive Awards of SARs during any
Fiscal Year covering in excess of 3,000,000 Shares.

       

      (iii)  Limits on Stock
Grants.  No Key Employee shall receive Stock Grants during any
Fiscal Year covering in excess of 3,000,000 Shares.

       

      (iv)  Limits on Stock
Units.  No Key Employee shall receive Stock Units during any
Fiscal Year covering in excess of 3,000,000 Shares.

       

      (v)  Limit on Total Amount of All
Awards.  No Key Employee shall receive Awards during any Fiscal
Year in excess of the aggregate amount of 3,000,000 Shares, whether such Awards
are in the form of Options, SARs, Stock Grants and/or Stock Units.

       

      (vi)  Increased Limits for First
Year of Employment.  The limits expressed in the foregoing
subparts (i) through (v) shall in each case be increased to 6,000,000 Shares
with respect to Awards granted to a Key Employee during the Fiscal Year of the
Key Employee’s commencement of employment with the Company.

    

     

    SECTION
6. TERMS
AND CONDITIONS OF OPTIONS.

     

    (a) Stock Option
Agreement.  Each Grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions that
are not inconsistent with the Plan and that the Committee deems appropriate for
inclusion in a Stock Option Agreement.  The provisions of the various
Stock Option Agreements entered into under the Plan need not be
identical.  A Stock Option Agreement may provide that new Options will
be granted automatically to the Optionee when he or she exercises the prior
Options.  The Stock Option Agreement shall also specify whether the
Option is an ISO or an NSO and if not specified then the Option shall be an
NSO.

     

    
      
        
        

      

      
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    (b) Number of
Shares.  Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 11.

     

    (c) Exercise Price.  An
Option’s Exercise Price shall be established by the Committee and set forth in a
Stock Option Agreement.  The Exercise Price of an Option shall not be
less than 100% of the Fair Market Value (110% for 10-Percent Shareholders in the
case of ISOs) of a Share on the date of Grant.

     

    (d) Exercisability and
Term.  Each Stock Option Agreement shall specify the date when
all or any installment of the Option is to become vested and/or
exercisable.  The Stock Option Agreement shall also specify the term
of the Option; provided, however that the term of an Option shall in no event
exceed ten (10) years from the date of Grant.  An ISO that is granted
to a 10-Percent Shareholder shall have a maximum term of five (5)
years.  No Option can be exercised after the expiration date provided
in the applicable Stock Option Agreement.  A Stock Option Agreement
may provide for accelerated exercisability in the event of the Optionee’s death,
Disability or retirement or other events and may provide for expiration prior to
the end of its term in the event of the termination of the Optionee’s
Service.  A Stock Option Agreement may permit an Optionee to exercise
an Option before it is vested (an “early exercise”), subject to the Company’s
right of repurchase at the original Exercise Price of any Shares acquired under
the unvested portion of the Option which right of repurchase shall lapse at the
same rate the Option would have vested had there been no early
exercise.  In no event shall the Company be required to issue
fractional Shares upon the exercise of an Option and the Committee may specify a
minimum number of Shares that must be purchased in any one Option
exercise.

     

    (e) Modifications or Assumption of
Options.  Within the limitations of the Plan, the Committee may
modify, extend or assume outstanding options or may accept the cancellation of
outstanding stock options (whether granted by the Company or by another issuer)
in return for the grant of new Options for the same or a different number of
Shares and at the same or a different Exercise Price.  The Committee
may in its discretion Re-Price outstanding Options.  No modification
of an Option shall, without the consent of the Optionee, impair his or her
rights under such Option.

     

    (f) Transferability of
Options.  Except as otherwise provided in the applicable Stock
Option Agreement and then only to the extent permitted by applicable law, no
Option shall be transferable by the Optionee other than by will or by the laws
of descent and distribution.  Except as otherwise provided in the
applicable Stock Option Agreement, an Option may be exercised during the
lifetime of the Optionee only by Optionee or by the guardian or legal
representative of the Optionee.  No Option or interest therein may be
assigned, pledged or hypothecated by the Optionee during his/her lifetime,
whether by operation of law or otherwise, or be made subject to execution,
attachment or similar process.

     

    
      
        
        

      

      
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    SECTION
7. PAYMENT
FOR OPTION SHARES.

     

    (a) General Rule.  The
entire Exercise Price of Shares issued upon exercise of Options shall be payable
in cash at the time when such Shares are purchased by the Optionee, except as
follows and if so provided for in an applicable Stock Option
Agreement:

     

    (i) In the
case of an ISO granted under the Plan, payment shall be made only pursuant to
the express provisions of the applicable Stock Option Agreement.  The
Stock Option Agreement may specify that payment may be made in any form(s)
described in this Section 7.

     

    (ii) In the
case of an NSO granted under the Plan, the Committee may in its discretion, at
any time accept payment in any form(s) described in this
Section 7.

     

    (b) Surrender of
Stock.  To the extent that this Section 7(b) is made applicable
to an Option in a Stock Option Agreement, payment for all or any part of the
Exercise Price may be made with Shares which have already been owned by the
Optionee for such duration as shall be specified by the
Committee.  Such Shares shall be valued at their Fair Market Value on
the date when the new Shares are purchased under the Plan.

     

    (c) Cashless
Exercise.  To the extent that this Section 7(c) is made
applicable to an Option in a Stock Option Agreement, payment for all or a part
of the Exercise Price may be made through Cashless Exercise.

     

    (d) Net Exercise.  To
the extent that this Section 7(d) is made applicable to an Option in a Stock
Option Agreement, payment for all or a part of the Exercise Price may be made
through a “net exercise” arrangement pursuant to which the number of Shares
issued to the Optionee in connection with the Optionee’s exercise of the Option
will be reduced by the Company’s retention of a portion of such
Shares.  Upon such a net exercise of an Option, the Optionee will
receive a net number of Shares that is equal to (i) the number of Shares as to
which the Option is being exercised minus (ii) the quotient (rounded down to the
nearest whole number) of the aggregate Exercise Price of the Shares being
exercised divided by the Fair Market Value of a Share on the Option exercise
date.  The number of Shares covered by clause (ii) will be retained by
the Company and not delivered to the Optionee.  No fractional Shares
will be created as a result of a net exercise and the Optionee must
contemporaneously pay for any portion of the aggregate Exercise Price that is
not covered by the Shares retained by the Company under clause
(ii).

     

    (e) Other Forms of
Payment.  To the extent that this Section 7(e) is made
applicable to an Option in a Stock Option Agreement, payment may be made in any
other form that is consistent with applicable laws, regulations and rules and
approved by the Committee.

     

    
      
        
        

      

      
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    SECTION
8. TERMS
AND CONDITIONS FOR STOCK APPRECIATION RIGHTS.

     

    (a) SAR Agreement.  Each
Grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the
Participant and the Company.  Such SAR shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan and that the Committee deems appropriate for
inclusion in a SAR Agreement.  A SAR Agreement may provide for a
maximum limit on the amount of any payout notwithstanding the Fair Market Value
on the date of exercise of the SAR.  The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be
granted in consideration of a reduction in the Participant’s other
compensation.

     

    (b) Number of
Shares.  Each SAR Agreement shall specify the number of Shares
to which the SAR pertains and is subject to adjustment of such number in
accordance with Section 11.

     

    (c) Exercise
Price.  Each SAR Agreement shall specify the Exercise Price. A
SAR Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the SAR is outstanding.  The Exercise
Price of a SAR shall not be less than 100% of the Fair Market Value on the date
of Grant.

     

    (d) Exercisability and
Term.  Each SAR Agreement shall specify the date when all or
any installment of the SAR is to become exercisable.  The SAR
Agreement shall also specify the term of the SAR which shall not exceed ten
years from the date of Grant.  A SAR Agreement may provide for
accelerated exercisability in the event of the Participant’s death, or
Disability or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Participant’s
Service.  SARs may be awarded in combination with Options or other
Awards, and such an Award may provide that the SARs will not be exercisable
unless the related Options or other Awards are forfeited.  A SAR may
be included in an ISO only at the time of Award but may be included in an NSO at
the time of Award or at any subsequent time, but not later than six months
before the expiration of such NSO.  A SAR granted under the Plan may
provide that it will be exercisable only in the event of a Change in
Control.

     

    (e) Exercise of
SARs.  If, on the date when a SAR expires, the Exercise Price
under such SAR is less than the Fair Market Value on such date but any portion
of such SAR has not been exercised or surrendered, then such SAR may
automatically be deemed to be exercised as of such date with respect to such
portion to the extent so provided in the applicable SAR agreement. Upon exercise
of a SAR, the Participant (or any person having the right to exercise the SAR
after Participant’s death) shall receive from the Company (i) Shares, (ii) cash
or (iii) any combination of Shares and cash, as the Committee shall
determine.  The amount of cash and/or the Fair Market Value of Shares
received upon exercise of SARs shall, in the aggregate, be equal to the amount
by which the Fair Market Value (on the date of surrender) of the Shares subject
to the SARs exceeds the Exercise Price of the Shares.

     

    
      
        
        

      

      
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    (f) Modification and Assumption of
SARs.  Within the limitations of the Plan, the Committee may
modify, extend or assume outstanding SARs or may accept the cancellation of
outstanding SARs (including stock appreciation rights granted by another issuer)
in return for the grant of new SARs for the same or a different number of Shares
and at the same or a different Exercise Price.  The Committee may in
its discretion Re-Price outstanding SARs.  No modification of a SAR
shall, without the consent of the Participant, impair his or her rights or
obligations under such SAR.

     

    (g) Assignment or Transfer of
SARS.  Except as otherwise provided in the applicable SAR
Agreement and then only to the extent permitted by applicable law, no SAR shall
be transferable by the Participant other than by will or by the laws of descent
and distribution.  Except as otherwise provided in the applicable SAR
Agreement, a SAR may be exercised during the lifetime of the Participant only or
by the guardian or legal representative of the Participant.  No SAR or
interest therein may be assigned, pledged or hypothecated by the Participant
during his or her lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.

     

    SECTION
9. TERMS
AND CONDITIONS FOR STOCK AWARDS.

     

    (a) Time, Amount and Form of
Awards.  Awards under the Plan may be granted in the form of
Common Stock.

     

    (b) Stock Award
Agreement.  Each Stock Award under the Plan shall be evidenced
by a Stock Award Agreement between the Participant and the
Company.  Such Award shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions that
are not inconsistent with the Plan and that the Committee deems appropriate for
inclusion in a Stock Award Agreement.  The provisions of the various
Stock Awards Agreements entered into under the Plan need not be
identical.

     

    (c) Payment for Stock
Award.  Stock Awards may be issued with or without cash
consideration under the Plan.

     

    (d) Vesting
Conditions.  Each Stock Award shall become vested, in full or
in installments, upon satisfaction of the conditions specified in the Stock
Award Agreement.  A Stock Award Agreement may provide for accelerated
vesting in the event of the Participant’s death, Disability or retirement or
other events.

     

    
      
        
        

      

      
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    (e) Assignment or Transfer of Stock
Award.  Except as provided in Section 14, or in a Stock Award
Agreement, or as required by applicable law, Stock Awards granted under the Plan
shall not be anticipated, assigned, attached, garnished, optioned, transferred
or made subject to any creditor’s process, whether voluntarily, involuntarily or
by operation of law.  Any act in violation of this Section 9(e) shall
be void.  However, this Section 9(e) shall not preclude a Participant
from designating a beneficiary who will receive any outstanding Stock Award in
the event of the Participant’s death, nor shall it preclude a transfer of a
Stock Award by will or by the laws of descent and distribution.

     

    (f) Trusts.  Neither
this Section 9 nor any other provision of the Plan shall preclude a Participant
from transferring or assigning a Stock Award to (a) the trustee of a trust that
is revocable by such Participant alone, both at the time of the transfer or
assignment and at all times thereafter prior to such Participant’s death, or (b)
the trustee of any other trust to the extent approved in advance by the
Committee in writing.  A transfer or assignment of a Stock Award from
such trustee to any person other than such Participant shall be permitted only
to the extent approved in advance by the Committee in writing, and any Stock
Award held by such trustee shall be subject to all of the conditions and
restrictions set forth in the Plan and in the applicable Stock Award Agreement,
as if such trustee were a party to such Agreement.

     

    (g) Voting and Dividend
Rights.  The holders of a Stock Award under the Plan
(irrespective of whether the Shares subject to the Stock Award are vested or
unvested) shall have the same voting, dividend and other rights as the Company’s
other stockholders.  A Stock Award Agreement, however, may require
that the holders of a Stock Award invest any cash dividends received in
additional Common Stock.  Such additional Common Stock shall be
subject to the same conditions and restrictions as the Award with respect to
which the dividends were paid.  Such additional Common Stock shall not
reduce the number of Shares available under Section 5.

     

    (h) Modification or Assumption of Stock
Awards.  Within the limitations of the Plan, the Committee may
modify or assume outstanding Stock Awards or may accept the cancellation of
outstanding Stock Awards (including stock granted by another issuer) in return
for the grant of new Stock Awards for the same or a different number of
Shares.  No modification of a Stock Award shall, without the consent
of the Participant, impair his or her rights or obligations under such Stock
Award.

     

    SECTION
10. TERMS
AND CONDITIONS FOR STOCK UNITS.

     

    (a) Stock Unit
Agreement.  Each grant of Stock Units under the Plan shall be
evidenced by a Stock Unit Agreement between the Participant and the
Company.  Such Stock Units shall be subject to all applicable terms of
the Plan and may be subject to any other terms that are not inconsistent with
the Plan and that the Committee deems appropriate for inclusion in a Stock Unit
Agreement.  The provisions of the various Stock Unit Agreements
entered into under the Plan need not be identical.  Stock Units may be
granted in consideration of a reduction in the Participant’s other
compensation.

     

    (b) Number of
Shares.  Each Stock Unit Agreement shall specify the number of
Shares to which the Stock Unit Award pertains and is subject to adjustment of
such number in accordance with Section 11.

     

    
      
        
        

      

      
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    (c) Payment for
Awards.  To the extent that an Award is granted in the form of
Stock Units, no cash consideration shall be required of the Award
recipients.

     

    (d) Vesting
Conditions.  Each Award of Stock Units may or may not be
subject to vesting.  Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Stock Unit
Agreement.  A Stock Unit Agreement may provide for accelerated vesting
in the event of the Participant’s death, or Disability or other
events.

     

    (e) Voting and Dividend
Rights.  The holders of Stock Units shall have no voting
rights.  Prior to settlement or forfeiture, any Stock Unit awarded
under the Plan may, at the Committee’s discretion, carry with it a right to
dividend equivalents.  Such right entitles the holder to be credited
with an amount equal to all cash dividends paid on one Share while the Stock
Unit is outstanding.  Dividend equivalents may be converted into
additional Stock Units.  Settlement of dividend equivalents may be
made in the form of cash, in the form of Shares, or in a combination of
both.  Prior to distribution, any dividend equivalents which are not
paid shall be subject to the same conditions and restrictions as the Stock Units
to which they attach.

     

    (f) Form and Time of Settlement of Stock
Units.  Settlement of vested Stock Units may be made in the
form of (a) cash, (b) Shares or (c) any combination of both, as determined by
the Committee.  The actual number of Stock Units eligible for
settlement may be larger or smaller than the number included in the original
Award.  Methods of converting Stock Units into cash may include
(without limitation) a method based on the average Fair Market Value of Shares
over a series of trading days.  Except as otherwise provided in a
Stock Unit Agreement or a timely completed deferral election, vested Stock Units
shall be settled within thirty days after vesting.  The distribution
may occur or commence when all vesting conditions applicable to the Stock Units
have been satisfied or have lapsed or it may be deferred, in accordance with
applicable law to a later specified date.  The amount of a deferred
distribution may be increased by an interest factor or by dividend
equivalents.  Until an Award of Stock Units is settled, the number of
such Stock Units shall be subject to adjustment pursuant to Section
11.

     

    (g) Creditors’
Rights.  A holder of Stock Units shall have no rights other
than those of a general creditor of the Company.  Stock Units
represent an unfunded and unsecured obligation of the Company, subject to the
terms and conditions of the applicable Stock Unit Agreement.

     

    (h) Modification or Assumption of Stock
Units.  Within the limitations of the Plan, the Committee may
modify or assume outstanding Stock Units or may accept the cancellation of
outstanding Stock Units (including stock units granted by another issuer) in
return for the grant of new Stock Units for the same or a different number of
Shares.  No modification of a Stock Unit shall, without the consent of
the Participant, impair his or her rights or obligations under such Stock
Unit.

     

    (i) Assignment or Transfer of Stock
Units.  Except as provided in Section 14, or in a Stock Unit
Agreement, or as required by applicable law, Stock Units shall not be
anticipated, assigned, attached, garnished, optioned, transferred or made
subject to any creditor’s process, whether voluntarily, involuntarily or by
operation of law.  Any act in violation of this Section 10(i) shall be
void.  However, this Section 10(i) shall not preclude a Participant
from designating a beneficiary who will receive any outstanding vested Stock
Units in the event of the Participant’s death, nor shall it preclude a transfer
of vested Stock Units by will or by the laws of descent and
distribution.

     

    
      
        
        

      

      
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    SECTION
11. ADJUSTMENTS.

     

    (a) Adjustments.  In the
event of a subdivision of the outstanding Shares, a declaration of a dividend
payable in Shares, a declaration of a dividend payable in a form other than
Shares in an amount that has a material effect on the price of Shares, a
combination or consolidation of the outstanding Shares (by reclassification or
otherwise) into a lesser number of Shares, a stock split, a reverse stock split,
a reclassification or other distribution of the Shares without the receipt of
consideration by the Company, of or on the Common Stock, a recapitalization, a
combination, a spin-off or a similar occurrence, the Committee shall make
equitable and proportionate adjustments to:

     

    (i) The
maximum aggregate number of Shares specified in Section 5(a);

     

    (ii) the
number and kind of securities available for Awards (and which can be issued as
ISOs) under Section 5;

     

    (iii) the
limits on Awards issued under the Plan that are intended to qualify as
performance-based compensation under Code Section 162(m) under Section
5(d);

     

    (iv) the
number and kind of securities covered by each outstanding Award;

     

    (v) the
Exercise Price under each outstanding Option and SAR; and

     

    (vi) the
number and kind of outstanding securities issued under the Plan.

     

    (b) Participant
Rights.  Except as provided in this Section 11, a Participant
shall have no rights by reason of any issue by the Company of stock of any class
or securities convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any
class.  If by reason of an adjustment pursuant to this Section 11, a
Participant’s Award covers additional or different shares of stock or
securities, then such additional or different shares and the Award in respect
thereof shall be subject to all of the terms, conditions and restrictions which
were applicable to the Award and the Shares subject to the Award prior to such
adjustment.

     

    (c) Fractional
Shares.  Any adjustment of Shares pursuant to this Section 11
shall be rounded down to the nearest whole number of Shares.  Under no
circumstances shall the Company be required to authorize or issue fractional
shares and no consideration shall be provided as a result of any fractional
shares not being issued or authorized.

     

    
      
        
        

      

      
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    SECTION
12. EFFECT
OF A CHANGE IN CONTROL.

     

    (a) Merger or
Reorganization.  In the event that the Company is a party to a
merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization.  Such agreement may provide,
without limitation, for the assumption of outstanding Awards by the surviving
corporation or its parent, for their continuation by the Company (if the Company
is a surviving corporation), for accelerated vesting or for their cancellation
with or without consideration, in all cases without the consent of the
Participant.

     

    (b) Acceleration of
Vesting.  Except as otherwise provided in the applicable Stock
Option Agreement, SAR Agreement, Stock Unit Agreement or Stock Award Agreement,
in the event that a Change in Control occurs with respect to the Company and the
applicable agreement of merger or reorganization provides for assumption or
continuation of Awards pursuant to Section 12(a), no acceleration of vesting
shall occur.  In the event that a Change in Control occurs with
respect to the Company and there is no assumption or continuation of Awards
pursuant to Section 12(a), the Committee in its discretion may provide that all
Awards shall vest and become exercisable as of immediately before such Change in
Control.  The Committee may also in its discretion include in an Award
agreement a requirement that unless Section 280G Approval has been obtained, no
acceleration of vesting shall occur with respect to an Award to the extent that
such acceleration would, after taking into account any other payments in the
nature of compensation to which the Participant would have a right to receive
from the Company and any other person contingent upon the occurrence of such
Change in Control, result in a “parachute payment” as defined under Code Section
280G.

     

    SECTION
13. LIMITATIONS
ON RIGHTS.

     

    (a) Retention
Rights.  Neither the Plan nor any Award granted under the Plan
shall be deemed to give any individual a right to remain an Employee,
Consultant, Director or Non-Employee Director of the Company, a Parent, a
Subsidiary or an Affiliate or to receive any future Awards under the
Plan.  The Company and its Parents and Subsidiaries and Affiliates
reserve the right to terminate the Service of any person at any time, and for
any reason, subject to applicable laws, the Company’s Certificate of
Incorporation and
Bylaws and a written employment agreement (if any).

     

    (b) Regulatory
Requirements.  Any other provision of the Plan notwithstanding,
the obligation of the Company to issue Shares or other securities under the Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required.  The Company reserves the
right to restrict, in whole or in part, the delivery of Shares or other
securities pursuant to any Award prior to the satisfaction of all legal
requirements relating to the issuance of such Shares or other securities, to
their registration, qualification or listing or to an exemption from
registration, qualification or listing.

     

    
      
        
        

      

      
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    (c) Dissolution.  To the
extent not previously exercised or settled, all Options, SARs, unvested Stock
Units and unvested Stock Awards shall terminate immediately prior to the
dissolution or liquidation of the Company and be forfeited to the
Company.

     

    (d) Clawback
Policy.  The Company may (i) cause the cancellation of any
Award, (ii) require reimbursement of any Award by a Participant and (iii) effect
any other right of recoupment of equity or other compensation provided under
this Plan or otherwise in accordance with Company policies and/or applicable law
(each, a “Clawback Policy”).  In addition, a Participant may be
required to repay to the Company certain previously paid compensation, whether
provided under this Plan or an Award Agreement or otherwise, in accordance with
the Clawback Policy.

     

    SECTION
14. WITHHOLDING
TAXES.

     

    (a) General.  A
Participant shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with
his or her Award.  The Company shall not be required to issue any
Shares or make any cash payment under the Plan until such obligations are
satisfied.

     

    (b) Share
Withholding.  The Committee in its discretion may permit a
Participant to satisfy all or part of his or her withholding or income tax
obligations by having the Company withhold all or a portion of any Shares that
otherwise would be issued to him or her or by surrendering all or a portion of
any Shares that he or she previously acquired (or by stock
attestation).  Such Shares shall be valued based on the value of the
actual trade or, if there is none, the Fair Market Value as of the previous
day.  Any payment of taxes by assigning Shares to the Company may be
subject to restrictions, including, but not limited to, any restrictions
required by rules of the SEC.  The Committee may also, in its
discretion, permit a Participant to satisfy withholding or income tax
obligations (up to the maximum amount permitted by applicable law) related to an
Award through a sale of Shares underlying the Award or, in the case of Options,
through a net exercise or Cashless Exercise.

     

    SECTION
15. DURATION
AND AMENDMENTS.

     

    (a) Term of the
Plan.  The Plan, as set forth herein, is effective on the
Adoption Date provided, however, that the Plan is subject to the approval of the
Company’s stockholders within one year of the Adoption Date.  The Plan
shall terminate on the day before the tenth anniversary of the Adoption Date and
may be terminated on any earlier date pursuant to this Section 15.  If
the Stockholder Approval Date does not occur within one year of the Adoption
Date, then the Plan shall terminate as of the first anniversary of the Adoption
Date and any Awards granted under the Plan shall also immediately terminate
without consideration to any Award holder.  This Plan will not in any
way affect outstanding awards that were issued under any prior equity
compensation plans.

     

    
      
        
        

      

      
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    (b) Right to Amend or Terminate the
Plan.  The Board may amend or terminate the Plan at any time
and for any reason.  No Awards shall be granted under the Plan after
the Plan’s termination.  An amendment of the Plan shall be subject to
the approval of the Company’s stockholders only to the extent required by
applicable laws, regulations or rules.  In addition, no such amendment
or termination shall be made which would impair the rights of any Participant,
without such Participant’s written consent, under any then-outstanding Award,
provided that no such Participant consent shall be required with respect to any
amendment or alteration if the Committee determines in its sole discretion that
such amendment or alteration either (i) is required or advisable in order for
the Company, the Plan or the Award to satisfy or conform to any law or
regulation or to meet the requirements of any accounting standard, or (ii) is
not reasonably likely to significantly diminish the benefits provided under such
Award, or that any such diminishment has been adequately
compensated.  In the event of any conflict in terms between the Plan
and any Award agreement, the terms of the Plan shall prevail and
govern.

     

    SECTION
16. EXECUTION.

     

    To record
the adoption of the Plan by the Board, the Company has caused its duly
authorized officer to execute this Plan on behalf of the Company.

     

    
    

     

    
      	 	
              LENCO
      MOBILE, INC.

               

              By:
      /s/ Michael
      Levinsohn                                         
                                  

              


              Name:
      Michael
      Levinsohn                                          
                                      

              


              Title:
      Chief Executive
      Officer                                       
      

            


    

     

                                                                             

    


    


    
      
        
        

      

      
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