Exhibit
4.4 

CALAMP
CORP.
2004 INCENTIVE STOCK
PLAN 
AS AMENDED AND
RESTATED EFFECTIVE JULY 29, 2014

1. PURPOSE OF THE
PLAN

The purpose of the CalAmp
Corp. 2004 Incentive Stock Plan (the "Plan") is to provide a flexible framework
that will permit the Board of Directors to develop and implement a variety of
stock-based programs based on changing needs of CalAmp Corp. (together with its
subsidiaries, the “Company”), its competitive market, and regulatory climate.
The Board of Directors and senior management of the Company believe it is in the
best interest of the Company's stockholders for officers, employees, and members
of the Board of Directors of the Company to own stock in the Company and that
such ownership will enhance the Company’s ability to attract highly qualified
personnel, to strengthen its retention capabilities, to enhance the long-term
performance of the Company and its subsidiaries, to vest in Participants a
proprietary interest in the success of the Company and its subsidiaries, and to
provide certain “performance-based compensation” within the meaning of Section
162(m)(4)(C) of the Code. 

Upon its Effective Date, as
defined herein, the Plan replaces the Company's 1999 Stock Option Plan.
Beginning on such date, the 1999 Stock Option Plan becomes frozen and stock
options can no longer be granted thereunder. 

2.
DEFINITIONS

As used in the Plan, the
following definitions apply to the terms indicated below:

(a) “Award Agreement” shall
mean a written agreement or other instrument approved by the Committee
evidencing an Incentive Award. An Award Agreement may be in the form of an
agreement to be executed by both the Participant and the Company (or an
authorized representative of the Company) or certificates, notices or similar
instruments as approved by the Committee. 

(b) “Board of Directors” shall
mean the Board of Directors of the Company.

(c) “Cause” means the
occurrence or existence of any of the following with respect to a Participant,
as determined by the Committee: (i) unsatisfactory performance of duties or
responsibilities, provided that the Company has given the participant written
notice specifying the unsatisfactory performance of his or her duties and
responsibilities and afforded the participant reasonable opportunity for cure,
all as determined by the Committee; (ii) a material breach by the participant of
any of his or her material obligations under any employment agreement between
the participant and the Company of which the Company has given participant
written notice; (iii) willful failure to follow any lawful directive of the
Company consistent with the participant's position and duties, after written
notice and reasonable opportunity to cure, all as determined by the Committee;
(iv) a material breach by the participant of his or her duty not to engage in
any transaction that represents, directly or indirectly, self-dealing with the
Company (or any Subsidiary) that has not been approved by a majority of the
disinterested directors of the Board or of the terms of his or her employment;
(v) commission of any willful or intentional act by the participant that
reasonably could be expected to injure materially the property, reputation,
business or business relationships of the Company or its customers; (vi) the
conviction or the plea of nolo contendere or the equivalent in respect of a
felony involving moral turpitude; or (vii) the abuse of any controlled substance
or the abuse of alcohol or any other non-controlled substance which the
Committee reasonably determines renders the participant unfit to serve in his or
her capacity as an officer or employee of the Company (or any Subsidiary).


(d) "Change of Control" shall
mean the consummation of the first to occur of (i) the sale, lease or other
transfer of all or substantially all of the assets of the Company to any person
or group (as such term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended); (ii) the complete liquidation or dissolution of the
Company; (iii) the merger or consolidation of the Company with or into another
entity or the merger of another entity into the Company or any Subsidiary
thereof with the effect that immediately after such transaction the stockholders
of the Company immediately prior to such transaction (or their Related parties)
hold less than 50% of the total voting power of all securities generally
entitled to vote in the election of directors, managers or trustees of the
entity surviving such merger of consolidation; or (iv) the acquisition by any
person or group of more than 50% of the voting power of all securities of the
Company generally entitled to vote in the election of directors of the
Company.

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(e) “Code” shall mean the
Internal Revenue Code of 1986, as amended.

(f) “Committee” shall mean the
Compensation Committee of the Board of Directors or such other committee as the
Board of Directors shall appoint from time to time to administer the Plan;
provided, that the Committee shall at all times consist of two or more persons,
each of whom shall be a member of the Board of Directors. To the extent required
for transactions under the Plan to qualify for the exemptions available under
Rule 16b-3 (as defined herein), members of the Committee (or any subcommittee
thereof) shall be “non-employee directors” within the meaning of Rule 16b-3. To
the extent required for compensation realized from Incentive Awards (as defined
herein) under the Plan to be deductible by the Company pursuant to Section
162(m) of the Code, members of the Committee (or any subcommittee thereof) shall
be “outside directors” within the meaning of such section.

(g) “Company Stock” shall mean
the common stock, par value $.01 per share, of the Company.

(h) “Disability” shall mean:
(1) any physical or mental condition that would qualify a Participant for a
disability benefit under the long-term disability plan maintained by the Company
and applicable to him or her or (2) when used in connection with the exercise of
an Incentive Stock Option (as defined herein) following termination of
employment, disability within the meaning of Section 422(e)(3) of the
Code.

(i) “Division” shall mean a
portion of the Company's overall business that is organized and managed as a
separate operating unit or business segment of the Company.

(j) “Effective Date” shall
mean July 30, 2004.

(k) “Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended.

(l) The “Fair Market Value” of
a share of Company Stock with respect to any day shall be the closing price of
Company Stock that day as reported on the Nasdaq Global Select Market or on such
other securities exchange or reporting system as may be designated by the
Committee. In the event that the price of a share of Company Stock shall not be
so reported, the Fair Market Value of a share of Company Stock shall be
determined by the Committee in its absolute discretion and, to the extent
applicable, in a manner consistent with Section 409A and Section 22 of the
Code.

(m) “Incentive Award” shall
mean an Option, SAR, Restricted Stock Unit, share of Restricted Stock, share of
Phantom Stock or Stock Bonus (each as defined herein) granted pursuant to the
terms of the Plan.

(n) “Incentive Stock Option”
shall mean an Option that is an “incentive stock option” within the meaning of
Section 422 of the Code.

(o) “Issue Date” shall mean
the date established by the Committee on which certificates representing shares
of Restricted Stock shall be issued by the Company pursuant to the terms of
Section 9(e).

(p) “Non-Qualified Stock
Option” shall mean an Option that is not an Incentive Stock Option.

(q) “Option” shall mean an
option to purchase shares of Company Stock granted pursuant to Section
7.

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(r) “Participant” shall mean
an employee, member of the Board of Directors, or consultant of the Company to
whom an Incentive Award is granted pursuant to the Plan and, upon his or her
death, his or her successors, heirs, executors and administrators, as the case
may be.

(s) "Performance Goal" shall
mean vesting targets which may be established by the Committee from time to time
and documented in writing in connection with an Incentive Award, which may be
based on Qualifying Performance Criteria or other standards of financial
performance and/or personal performance evaluations.

(t) A share of “Phantom Stock”
shall mean the right, granted pursuant to Section 11, to receive in cash the
Fair Market Value of a share of Company Stock.

(u) “Qualifying Performance
Criteria” means any one or more of the following performance criteria, or
derivations of such performance criteria, either individually, alternatively or
in any combination, applied to either the Company as a whole or to a business
unit or Subsidiary, either individually, alternatively or in any combination,
and measured either annually (or over such shorter period) or cumulatively over
a period of years, on an absolute basis or relative to a pre-established target,
to previous years’ results or to a designated comparison group, in each case as
specified by the Committee: revenue; gross profit; earnings before interest,
taxes, depreciation and amortization (EBITDA); operating income; pre-or
after-tax income; earnings per share; net cash flow; net cash flow per share;
net income; return on sales; return on equity; return on total capital; return
on assets; return on net assets employed; economic value added; share price
performance; total shareholder return; cash; cash net of debt; improvement in or
attainment of specified cost and expense levels; or improvement in or attainment
of specified working capital levels. 

(v) “Restatement Effective
Date” means the date this amendment and restatement of the Plan was approved and
adopted by the Company’s stockholders. 

(w) A share of “Restricted
Stock” shall mean a share of Company Stock which is granted pursuant to the
terms of Section 9 hereof and which is subject to the restrictions set forth in
Section 9(c).

(x) “Restricted Stock Unit”
means the right, granted pursuant to Section 10, to receive shares of Company
Stock or cash in lieu thereof in the future. 

(y) “Retirement” means
termination of employment from the Company or, in the case of a member of the
Board of Directors, termination of service to the Company, by a Participant
whose: (i) age plus years of service with the Company equal at least 65; and
(ii) years of service with the Company equal at least five (5).

(z) “Rule 16b-3” shall mean
the rule thus designated as promulgated under the Exchange Act.

(aa) “SAR” shall mean a stock
appreciation right granted pursuant to Section 8.

(bb) “Stock Bonus” shall mean
a bonus payable in shares of Company Stock granted pursuant to Section
12.

(cc) “Subsidiary” shall mean
any corporation or other entity in which, at the time of reference, the Company
owns, directly or indirectly, stock or similar interests comprising more than 50
percent of the combined voting power of all outstanding securities of such
entity.

(dd) “Vesting Date” shall mean
the date established by the Committee on which a Restricted Stock Unit or share
of Restricted Stock or Phantom Stock may vest.

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3. STOCK SUBJECT TO THE
PLAN

(a) Shares Available for
Awards

Subject to adjustment as
provided in Section 3(c), the total number of shares of Company Stock with
respect to which Incentive Awards may be granted shall not exceed 8,000,000
shares. Such shares may be authorized but unissued Company Stock or authorized
and issued Company Stock held in the Company’s treasury or acquired by the
Company for the purposes of the Plan. The Committee may direct that any stock
certificate evidencing shares issued pursuant to the Plan shall bear a legend
setting forth such restrictions on transferability as may apply to such shares
pursuant to the Plan.

The grant of an SAR that by
its terms is to be settled in cash shall not reduce the number of shares of
Company Stock with respect to which Incentive Awards may be granted pursuant to
the Plan.

(b) Individual
Limitation

Subject to adjustment as
provided in Section 3(c) hereof, the total number of Incentive Awards awarded to
any one employee during any fiscal year of the Company, shall not exceed 300,000
shares of Company Stock. Determinations under the preceding sentence shall be
made in a manner that is consistent with Section 162(m) of the Code and
regulations promulgated thereunder. The provisions of this Section 3(b) shall
not apply in any circumstance with respect to which the Committee determines
that compliance with Section 162(m) of the Code is not necessary.

(c) Adjustment for Change in
Capitalization

If there is any change in the
outstanding shares of Company Stock by reason of a stock dividend or
distribution, stock split-up, recapitalization, combination or exchange of
shares, by reason of any extraordinary cash dividend, or by reason of any
merger, consolidation, spinoff or other corporate reorganization in which the
Company is the surviving corporation, the number of shares available for
issuance both in the aggregate and with respect to each outstanding Incentive
Award, the price per share under each outstanding Incentive Award, and the
limitation set forth in Section 3(b), shall be proportionately adjusted by the
Committee, whose determination shall be final and binding. After any adjustment
made pursuant to this Section 3(c), the number of shares subject to each
outstanding Incentive Award shall be rounded to the nearest whole
number.

(d) Re-use of
Shares

The following shares of
Company Stock shall again become available for Incentive Awards: any shares
subject to an Incentive Award that remain unissued upon the cancellation or
termination of such Award for any reason whatsoever; any shares of Restricted
Stock forfeited; and, if allowed by the Committee as a form of payment of the
Option exercise price or the required tax withholding in connection with an
Incentive Award, any shares delivered by a Participant to the Company and any
shares withheld and retained by the Company.

(e) No Repricing

Other than adjustments made in
connection with a transaction or other change in the Company’s capitalization as
described in Section 3(c), absent prior stockholder approval, neither the
Committee nor the Board of Directors shall have any authority, with or without
the consent of the affected holders of Incentive Awards, to “reprice” an Option
or SAR after the date of its initial grant. For purposes of the Plan,
“repricing” means canceling an Option
or SAR to issue a replacement Option or SAR to the Participant at a lower
exercise price, reducing the exercise price of an Option or SAR, canceling an
Option or SAR in exchange for cash or another type of Incentive Award, or taking
any other action that is treated as a “repricing” under generally accepted
accounting principles. This paragraph may not be amended, altered or repealed by
the Board of Directors or the Committee without approval of the stockholders of
the Company.

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4. ADMINISTRATION OF THE
PLAN

The Plan shall be administered
by the Committee. The Committee shall from time to time designate the employees
of the Company who shall be granted Incentive Awards.

The Committee shall have full
authority to administer the Plan, including authority to interpret and construe
any provision of the Plan and the terms of any Incentive Award issued under it
and to adopt such rules and regulations for administering the Plan as it may
deem necessary or appropriate. The Committee shall determine whether an
authorized leave of absence shall constitute termination of employment.
Decisions of the Committee shall be final and binding on all parties. The
Committee’s determinations under the Plan may, but need not, be uniform and may
be made on a Participant-by-Participant basis (whether or not two or more
Participants are similarly situated). Notwithstanding anything to the contrary
contained herein, the Board of Directors may, in its sole discretion, at any
time and from time to time, resolve to administer the Plan, in which case the
term “Committee” as used herein shall be deemed to mean the Board of
Directors.

The Committee may, in its
absolute discretion, without amendment to the Plan, (i) accelerate the date on
which any Option or SAR granted under the Plan becomes exercisable, (ii) waive
or amend the operation of Plan provisions respecting exercise after termination
of employment or otherwise adjust any of the terms of such Option or SAR and
(iii) accelerate the Vesting Date or Issue Date, or waive any condition imposed
hereunder, with respect to any Restricted Stock Unit or share of Restricted
Stock or Phantom Stock or otherwise adjust any of the terms applicable to such
Incentive Award.

No member of the Committee
shall be liable for any action, omission or determination relating to the Plan,
and the Company shall indemnify and hold harmless each member of the Committee
and each other director or employee of the Company to whom any duty or power
relating to the administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the Committee) arising
out of any action, omission or determination relating to the Plan, unless, in
either case, such action, omission or determination was taken or made by such
member, director or employee in bad faith and without reasonable belief that it
was in the best interests of the Company.

5.
ELIGIBILITY

The persons who shall be
eligible to receive Incentive Awards pursuant to the Plan shall be such officers
and salaried employees of the Company and its Subsidiaries (including employees
who are also directors and prospective salaried employees conditioned on their
becoming salaried employees), non-employee members of the Board of Directors,
and such consultants to the Company and its Subsidiaries as the Committee shall
select in its discretion.

6. AWARDS UNDER THE PLAN;
AWARD AGREEMENTS

The Committee may grant
Options, SARs, Restricted Stock Units, shares of Restricted Stock, shares of
Phantom Stock and Stock Bonuses, in such amounts and with such terms and
conditions as the Committee shall determine, subject to the provisions of the
Plan.

Each Incentive Award granted
under the Plan (except an unconditional Stock Bonus) shall be evidenced by an
Award Agreement which shall contain such provisions as the Committee may in its
sole discretion deem necessary or desirable. By accepting an Incentive Award, a
Participant thereby agrees that the Incentive Award shall be subject to all of
the terms and provisions of the Plan and the applicable Award
Agreement.

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7. OPTIONS

(a) Identification of
Options

Each Option shall be clearly
identified in the applicable Award Agreement as either a Non-Qualified Stock
Option or an Incentive Stock Option. In the absence of such identification, an
Option shall be deemed to be a Non-Qualified Stock Option. 

(b) Exercise Price

Each Award Agreement with
respect to an Option shall set forth the amount (the “exercise price”) payable
by the holder to the Company upon exercise of the Option. The exercise price per
share shall be determined by the Committee but shall in no event be less than
the Fair Market Value of a share of Company Stock on the date the Option is
granted, except as permitted in connection with the issuance of Options in a
transaction to which Section 424(a) of the Code applies.

(c) Term and Exercise of
Options

(1) Unless the applicable
Award Agreement provides otherwise, an Option shall become cumulatively
exercisable as to 25% of the shares covered thereby on each of the first,
second, third and fourth anniversaries of the date of grant. By way of example
and not by way of limitation, the Committee may require, as a condition to the
vesting of any Option, that the Participant or the Company achieves such
Performance Goals as the Committee may specify. The Committee shall determine
the expiration date of each Option; provided, however, that
each Option shall be subject to earlier termination, expiration or cancellation
as provided in the Plan, and further provided that no Option
shall be exercisable more than ten (10) years after the date of
grant.

(2) An Option may be exercised
for all or any portion of the shares as to which it is exercisable; provided,
that no partial exercise of an Option shall be for an aggregate exercise price
of less than $1,000 unless such partial exercise represents the entire
unexercised portion of the Option or the entire portion of the Option that is
then exercisable. The partial exercise of an Option shall not cause the
expiration, termination or cancellation of the remaining portion
thereof.

(3) An Option shall be
exercised by delivering notice to the Company’s principal office, to the
attention of its Secretary (or the Secretary’s designee), no less than one
business day in advance of the effective date of the proposed exercise. Such
notice shall be accompanied by the applicable Award Agreement, shall specify the
number of shares of Company Stock with respect to which the Option is being
exercised and the effective date of the proposed exercise and shall be signed by
the Participant or other person then having the right to exercise the Option in
a manner determined by the Committee. Such notice may be withdrawn at any time
prior to the close of business on the business day immediately preceding the
effective date of the proposed exercise. Payment for shares of Company Stock
purchased upon the exercise of an Option shall be made on the effective date of
such exercise by one or a combination of the following means:

(i) in cash, by certified
check, bank cashier’s check or wire transfer;

(ii) through a broker-assisted
transaction whereby a broker selected and engaged by the Participant sells
shares of Company Stock in an open market transaction and remits to the Company
from the sales proceeds on behalf of the Participant the Option exercise price
and the required tax withholding amounts; 

(iii) subject to the approval
of the Committee, and at the direction of the Participant, through shares
retained by the Company in an amount whose aggregate Fair Market Value is equal
on the date of exercise to the exercise price, thereby surrendering as payment
the portion of the Option that covers the retained shares;

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(iv) subject to the approval
of the Committee, in shares of Company Stock owned by the Participant and valued
at their Fair Market Value on the effective date of such exercise; or

(v) subject to the approval of
the Committee, by such other provision as the Committee may from time to time
authorize.

(4) Notwithstanding the
foregoing, in the case of an Incentive Stock Option exercised pursuant to
(3)(iii) above, the number of shares deemed to be used to satisfy the exercise
price will not be treated as having been purchased through the exercise of an
Incentive Stock Option. 

(5) No shares of Company Stock
will be issued until full payment has been made. Any payment in shares of
Company Stock shall be effected by the delivery of such shares to the Secretary
(or the Secretary’s designee) of the Company, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with any other
documents and evidences as the Secretary (or the Secretary’s designee) of the
Company shall require. Certificates for shares of Company Stock purchased upon
the exercise of an Option shall be issued in the name of the Participant or
other person entitled to receive such shares, and delivered to the Participant
or such other person as soon as practicable following the effective date on
which the Option is exercised.

(d) No Reload
Rights

Options granted under this
Plan shall not contain any provision entitling the optionee to the automatic
grant of additional options in connection with any exercise of the original
option.

(e) No Loans 

The Company may not make loans
to individual Participants for the purpose of financing the exercise of an
Option. 

(f) Limitations on Incentive
Stock Options

(1) To the extent that the
aggregate Fair Market Value of shares of Company Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other stock option plan of the
Company (or any “subsidiary corporation” of the Company within the meaning of
Section 424 of the Code) shall exceed $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options shall be treated as
Non-Qualified Stock Options. Such Fair Market Value shall be determined as of
the date on which each such Incentive Stock Option is granted.

(2) No Incentive Stock Option
may be granted to an individual if, at the time of the proposed grant, such
individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (or any “subsidiary corporation” of
the Company within the meaning of Section 424 of the Code), unless (i) the
exercise price of such Incentive Stock Option is at least 110% of the Fair
Market Value of a share of Company Stock at the time such Incentive Stock Option
is granted and (ii) such Incentive Stock Option is not exercisable after the
expiration of five years from the date such Incentive Stock Option is
granted.

(g) Effect of Termination of
Employment

(1) Unless the applicable
Award Agreement provides or the Committee shall determine otherwise, in the
event that the employment or service of a Participant with the Company shall
terminate for any reason other than Cause, Disability, Retirement or death: (i)
Options granted to such Participant, to the extent that they were exercisable at
the time of such termination, shall remain exercisable until the date that is 90
days after such termination, on which date they shall expire; and (ii) Options
granted to such Participant, to the extent that they were not exercisable at the
time of such termination, shall expire at the close of business on the date of
such termination. The 90-day period described in this Section 7(g)(1) shall be extended to one year in the
event of the Participant’s death during such 90-day period. Notwithstanding the
foregoing, no Option shall be exercisable after the expiration of its
term.

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(2) Unless the applicable
Award Agreement provides or the Committee shall determine otherwise, in the
event that the employment or service of a Participant with the Company shall
terminate on account of the Disability or death of the Participant: (i) Options
granted to such Participant, to the extent that they were exercisable at the
time of such termination, shall remain exercisable until the date that is one
year after such termination, on which date they shall expire; and (ii) Options
granted to such Participant, to the extent that they were not exercisable at the
time of such termination, shall expire at the close of business on the date of
such termination. Notwithstanding the foregoing, no Option shall be exercisable
after the expiration of its term.

(3) Unless the applicable
Award Agreement provides or the Committee shall determine otherwise, in the
event that the employment or service of a Participant with the Company shall
terminate on account of the Retirement of the Participant: (i) Options granted
to such Participant, to the extent that they were exercisable at the time of
such termination, shall remain exercisable for a period of two years from the
date of termination, on which date they shall expire; and (ii) Options granted
to such Participant, to the extent that they were not exercisable at the time of
such termination, shall expire at the close of business on the date of such
termination. Notwithstanding the foregoing, no Option shall be exercisable after
the expiration of its term.

(4) Unless the applicable
Award Agreement provides or the Committee shall determine otherwise, if a
Participant’s employment by or service with the Company (or any Subsidiary) is
terminated for Cause, any unexercised Stock Option granted to such participant
shall be cancelled on the date of such termination, whether or not exercisable
on such date. See also Section 20, Cancellation and Rescission of Incentive
Awards.

(h) Acceleration of Exercise
Date Upon Change in Control

In the event of a Change in
Control, the Committee as constituted immediately before such Change in Control
may, in its sole discretion, take action to make each Option granted under the
Plan and outstanding at such time fully and immediately exercisable upon such
Change in Control, and if so accelerated each Option shall remain exercisable
until its expiration, termination or cancellation pursuant to the terms of the
Plan. In addition, in the event of a potential Change in Control, the Committee
may in its discretion cancel any outstanding Options and pay to the holders
thereof, in cash or stock, or any combination thereof, the value of such Options
based upon the price per share of Common Stock to be received by other
shareholders of the Company in the Change in Control less the exercise price of
each Option.

8. SARS

(a) Exercise Price

The exercise price per share
of an SAR shall be determined by the Committee at the time of grant, but shall
in no event be less than the Fair Market Value of a share of Company Stock on
the date of grant.

(b) Benefit Upon
Exercise

At the time of granting an
SAR, the Committee, in its sole and absolute discretion, shall specify whether
the benefit payable upon exercise of the SAR will be paid in shares of Company
Stock or in cash, and such form of payment will be made a part of the applicable
Award Agreement. The exercise of an SAR with respect to any number of shares of
Company Stock shall entitle the Participant to a payment, for each such share,
equal to the excess of (i) the Fair Market Value of a share of Company Stock on
the exercise date over (ii) the exercise price of the SAR. Payment will be made
in shares of Company Stock, valued at their Fair Market Value on the date of
exercise, or in cash, as specified in the applicable Award Agreement. Payments
shall be made as soon as practicable following exercise of the SAR.

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(c) Term and Exercise of
SARs

(1) Unless the applicable
Award Agreement provides otherwise, an SAR shall become cumulatively exercisable
as to 25 percent of the shares covered thereby on each of the first, second,
third and fourth anniversaries of the date of grant. By way of example and not
by way of limitation, the Committee may require, as a condition to the vesting
of any SAR, that the Participant or the Company achieves such Performance Goals
as the Committee may specify. The Committee shall determine the expiration date
of each SAR. Unless the applicable Award Agreement provides otherwise, no SAR
shall be exercisable prior to the first anniversary of the date of
grant.

(2) An SAR may be exercised
for all or any portion of the shares as to which it is exercisable; provided,
that no partial exercise of an SAR shall be for an aggregate exercise price of
less than $1,000. The partial exercise of an SAR shall not cause the expiration,
termination or cancellation of the remaining portion thereof.

(3) An SAR shall be exercised
by delivering notice to the Company’s principal office, to the attention of its
Secretary (or the Secretary’s designee), no less than one business day in
advance of the effective date of the proposed exercise. Such notice shall be
accompanied by the applicable Award Agreement, shall specify the number of
shares of Company Stock with respect to which the SAR is being exercised, and
the effective date of the proposed exercise, and shall be signed by the
Participant. The Participant may withdraw such notice at any time prior to the
close of business on the business day immediately preceding the effective date
of the proposed exercise.

(d) Effect of Termination of
Employment

The provisions set forth in
Section 7(g) with respect to the exercise of Options following termination of
employment shall apply as well to such exercise of SARs.

(e) Acceleration of Exercise
Date Upon Change in Control

In the event of a Change in
Control, the Committee as constituted immediately before such Change in Control
may, in its sole discretion, take action to make each SAR granted under the Plan
and outstanding at such time fully and immediately exercisable upon such Change
in Control, and if so accelerated each SAR shall remain exercisable until its
expiration, termination or cancellation pursuant to the terms of the
Plan.

9. RESTRICTED STOCK UNITS


(a) Vesting Date

At the time of the grant of
Restricted Stock Units, the Committee shall establish a Vesting Date or Vesting
Dates with respect to such Restricted Stock Units. The Committee may divide such
shares into classes and assign a different Vesting Date for each class. Provided
that all conditions to the vesting of a Restricted Stock Unit imposed pursuant
to Section 9(c) are satisfied, and except as provided in Section 9(d), upon the
occurrence of the Vesting Date with respect to a Restricted Stock Unit, such
Restricted Stock Unit shall vest.

(b) Benefit Upon
Vesting

Upon the vesting of a
Restricted Stock Unit, the Participant shall be entitled to receive one share of
Company Stock or an amount in cash equal to the Fair Market Value of a share of
Company Stock on the date on which such share of Restricted Stock Unit vests, as
determined by the Committee.

(c) Conditions to
Vesting

At the time of the grant of
Restricted Stock Units, the Committee may impose such restrictions or conditions
to the vesting of such shares as it, in its absolute discretion, deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of Restricted
Stock Units, that the Participant or the Company achieves such Performance Goals
as the Committee may specify. Notwithstanding anything in this Plan to the
contrary, the performance criteria for any Restricted Stock Unit that is
intended to satisfy the requirements for “performance-based compensation” under
Section 162(m) of the Code will be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified when the Incentive
Award is granted. The Committee may, in its discretion, also make grants of
Restricted Stock Units which vest over a period of time of at least one
year. 

9







(d) Dividends on Restricted
Stock Units 

Company Stock underlying
Restricted Stock Units shall be entitled to dividends or dividend equivalents
only to the extent provided by the Committee. 

(e) Consequences of
Vesting

Upon the vesting of a
Restricted Stock Unit (other than a Restricted Stock Unit that is settled in
cash) pursuant to the terms of the Plan and the applicable Award Agreement, the
Company shall cause to be issued a stock certificate, registered in the name of
the Participant to whom such Restricted Stock Unit was granted. Notwithstanding
the foregoing, such share still may be subject to restrictions on transfer as a
result of applicable securities laws.

(f) Effect of Termination of
Employment

(1) Unless the applicable
Award Agreement or the Committee provides otherwise, Restricted Stock Units that
have not vested shall be forfeited upon the Participant’s termination of
employment for any reason other than Cause.

(2) In the event of the
termination of a Participant’s employment for Cause, all Restricted Stock Units
granted to such Participant which have not vested as of the date of such
termination shall immediately be forfeited. See also Section 20, Cancellation
and Rescission of Incentive Awards. 

(g) Effect of Change in
Control

In the event of a Change in
Control, the Committee as constituted immediately before such Change in Control
may, in its sole discretion, take action to immediately vest upon such Change in
Control all outstanding Restricted Stock Units which have not theretofore
vested.

10. RESTRICTED
STOCK

(a) Issue Date and Vesting
Date

At the time of the grant of
shares of Restricted Stock, the Committee shall establish an Issue Date or Issue
Dates and a Vesting Date or Vesting Dates with respect to such shares. The
Committee may divide such shares into classes and assign a different Issue Date
and/or Vesting Date for each class. If the grantee is employed by the Company on
an Issue Date (which may be the date of grant), the specified number of shares
of Restricted Stock shall be issued in accordance with the provisions of Section
10(e). Provided that all conditions to the vesting of a share of Restricted
Stock imposed pursuant to Section 10(b) are satisfied, and except as provided in
Section 10(g), upon the occurrence of the Vesting Date with respect to a share
of Restricted Stock, such share shall vest and the restrictions of Section 10(c)
shall cease to apply to such share.

(b) Conditions to
Vesting

At the time of the grant of
shares of Restricted Stock, the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its absolute discretion,
deems appropriate. By way of example and not by way of limitation, the Committee
may require, as a condition to the vesting of any class or classes of shares of
Restricted Stock, that the Participant or the Company achieves such Performance
Goals as the Committee may specify. Notwithstanding anything in this Plan to the
contrary, the performance criteria for any grant of Restricted Stock that is
intended to satisfy the requirements for “performance-based compensation” under
Section 162(m) of the Code will be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified when the Incentive
Award is granted. The Committee may, in its discretion, also make grants of
Restricted Stock which vest over a period of time of at least one
year. 

10







(c) Restrictions on Transfer
Prior to Vesting

Prior to the vesting of a
share of Restricted Stock, no transfer of a Participant’s rights with respect to
such share, whether voluntary or involuntary, by operation of law or otherwise,
shall be permitted. Immediately upon any attempt to transfer such rights, such
share, and all of the rights related thereto, shall be forfeited by the
Participant.

(d) Dividends on Restricted
Stock

The Committee in its
discretion may require that any dividends paid on shares of Restricted Stock
shall be held in escrow until all restrictions on such shares have
lapsed.

(e) Issuance of
Certificates

(1) Reasonably promptly after
the Issue Date with respect to shares of Restricted Stock, the Company shall
cause to be issued a stock certificate, registered in the name of the
Participant to whom such shares were granted, evidencing such shares; provided,
that the Company shall not cause such a stock certificate to be issued unless it
has received a stock power duly endorsed in blank with respect to such shares.
Each such stock certificate shall bear the following legend:

The transferability of this
certificate and the shares of stock represented hereby are subject to the
restrictions, terms and conditions (including forfeiture provisions and
restrictions against transfer) contained in the CalAmp Corp. 2004 Incentive
Stock Plan and related Award Agreement, and such rules, regulations and
interpretations as the CalAmp Corp. Compensation Committee may adopt. Copies of
the Plan, Award Agreement and, if any, rules, regulations and interpretations
are on file in the office of the Secretary of CalAmp Corp., 1401 North Rice
Avenue, Oxnard, California 93030. 

Such legend shall not be
removed until such shares vest pursuant to the terms hereof.

(2) Each certificate issued
pursuant to this Section 10(e), together with the stock powers relating to the
shares of Restricted Stock evidenced by such certificate, shall be held in
escrow by the Company until (i) the restrictions have lapsed and (ii) the income
tax and employment tax withholding amounts have been satisfied, as provided for
in Section 17 hereof.

(f) Consequences of
Vesting

Upon the vesting of a share of
Restricted Stock pursuant to the terms of the Plan and the applicable Award
Agreement, the restrictions of Section 10(c) shall cease to apply to such share.
 Reasonably promptly after a
share of Restricted Stock vests, the Company shall cause to be delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 10(e). Notwithstanding the
foregoing, such share still may be subject to restrictions on transfer as a
result of applicable securities laws.

(g) Effect of Termination of
Employment

(1) Unless the applicable
Award Agreement or the Committee provides otherwise, during the 90 days
following termination of a Participant’s employment for any reason other than
Cause, the Company shall have the right to require the return of any shares to
which restrictions on transferability apply, in exchange for which the Company
shall repay to the Participant (or the Participant’s estate) any amount paid by the Participant for such shares. In
the event that the Company requires such a return of shares, it also shall have
the right to require the return of all dividends paid on such shares, whether by
termination of any escrow arrangement under which such dividends are held or
otherwise. 

11







(2) In the event of the
termination of a Participant’s employment for Cause, all shares of Restricted
Stock granted to such Participant which have not vested as of the date of such
termination shall immediately be returned to the Company, together with any
dividends paid on such shares, in return for which the Company shall repay to
the Participant any amount paid for such shares. See also Section 20,
Cancellation and Rescission of Incentive Awards. 

(h) Effect of Change in
Control

In the event of a Change in
Control, the Committee as constituted immediately before such Change in Control
may, in its sole discretion, take action to immediately vest upon such Change in
Control all outstanding shares of Restricted Stock which have not theretofore
vested.

11. PHANTOM
STOCK

(a) Vesting Date

At the time of the grant of
shares of Phantom Stock, the Committee shall establish a Vesting Date or Vesting
Dates with respect to such shares. The Committee may divide such shares into
classes and assign a different Vesting Date for each class. Provided that all
conditions to the vesting of a share of Phantom Stock imposed pursuant to
Section 11(c) are satisfied, and except as provided in Section 11(d), upon the
occurrence of the Vesting Date with respect to a share of Phantom Stock, such
share shall vest.

(b) Benefit Upon
Vesting

Upon the vesting of a share of
Phantom Stock, the Participant shall be entitled to receive in cash, within 30
days of the date on which such share vests, an amount equal to the sum of (i)
the Fair Market Value of a share of Company Stock on the date on which such
share of Phantom Stock vests and (ii) the aggregate amount of cash dividends
paid with respect to a share of Company Stock during the period commencing on
the date on which the share of Phantom Stock was granted and terminating on the
date on which such share vests.

(c) Conditions to
Vesting

At the time of the grant of
shares of Phantom Stock, the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its absolute discretion,
deems appropriate. By way of example and not by way of limitation, the Committee
may require, as a condition to the vesting of any class or classes of shares of
Phantom Stock, that the Participant or the Company achieves such Performance
Goals as the Committee may specify. Notwithstanding anything in this Plan to the
contrary, the performance criteria for any Phantom Stock that is intended to
satisfy the requirements for “performance-based compensation” under Section
162(m) of the Code will be a measure based on one or more Qualifying Performance
Criteria selected by the Committee and specified when the Incentive Award is
granted. The Committee may, in its discretion, also make grants of Phantom Stock
which vest over a period of time of at least one year. 

(d) Effect of Termination of
Employment

(1) Unless the applicable
Award Agreement or the Committee provides otherwise, shares of Phantom Stock
that have not vested, together with any dividends credited on such shares, shall
be forfeited upon the Participant’s termination of employment for any reason
other than Cause.

(2) In the event of the
termination of a Participant’s employment for Cause, all shares of Phantom Stock
granted to such Participant which have not vested as of the date of such
termination shall immediately be forfeited, together with any dividends credited
on such shares. See also Section 20, Cancellation and Rescission of Incentive
Awards. 

12







(e) Effect of Change in
Control

In the event of a Change in
Control, the Committee as constituted immediately before such Change in Control
may, in its sole discretion, take action to immediately vest upon such Change in
Control all outstanding shares of Phantom Stock which have not theretofore
vested.

12. STOCK
BONUSES

In the event that the
Committee grants a Stock Bonus, a certificate for the shares of Company Stock
comprising such Stock Bonus shall be issued in the name of the Participant to
whom such grant was made and delivered to such Participant as soon as
practicable after the date on which such Stock Bonus is payable.

13. NON-EMPLOYEE DIRECTOR
AWARDS

Each year, on the day of the
annual meeting of the stockholders of the Company at which directors of the
Company are elected (and, in the case that a person becomes a Non-Employee
Director other than at an annual meeting, on such date that the person first
becomes a Non-Employee Director), each Non-Employee Director shall receive
Incentive Awards in an amount not to exceed 20,000 shares of Company Stock. The
specific amount of Incentive Awards to be granted to each Non-Employee Director
on such dates will be as determined by the Board of Directors from time to time,
subject to this limitation of 20,000 shares of Company Stock on each such date.


If, on any date upon which
Incentive Awards are to be granted pursuant to this Section 13, the number of
shares of Company Stock remaining available for issuance under the Plan is less
than the total number of shares of Company Stock that otherwise would be covered
by such Incentive Awards, in the aggregate, then Incentive Awards for a pro rata
amount of the remaining shares of Company Stock available for issuance (rounded
to the nearest whole share) shall be awarded to each Non-Employee Director on
such date. Incentive Awards granted pursuant to this Section 13 shall generally
become exercisable one (1) year from the date of grant or over such longer or
shorter period as the Board of Directors may from time to time establish,
subject to the discretion of the Committee to accelerate the vesting of
Incentive Awards as provided in Section 4 hereof.

14. RIGHTS AS A
STOCKHOLDER

No person shall have any
rights as a stockholder with respect to any shares of Company Stock covered by
or relating to any Incentive Award until the date of issuance of a stock
certificate with respect to such shares.

Except as otherwise expressly
provided in Section 3(c), no adjustment to any Incentive Award shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

15. NO SPECIAL EMPLOYMENT
RIGHTS; NO RIGHT TO INCENTIVE AWARD

Nothing contained in the Plan
or any Award Agreement shall confer upon any Participant any right with respect
to the continuation of employment by the Company or interfere in any way with
the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant.

No person shall have any claim
or right to receive an Incentive Award hereunder. The Committee’s granting of an
Incentive Award to a Participant at any time shall neither require the
 Committee to grant any other
Incentive Award to such Participant or other person at any time nor preclude the
Committee from making subsequent grants to such Participant or any other
person.

The Plan is intended to be an
unfunded plan. Participants are and shall at all times be general creditors of
the Company with respect to their Incentive Awards. If the Committee or the
Company chooses to set aside funds in a trust or otherwise for the payment of
Incentive Awards under the Plan, such funds shall at all times be subject to the
claims of the creditors of the Company in the event of its bankruptcy or
insolvency.  

13







Neither the adoption of this
Plan by the Board nor the submission of this Plan to the stockholders of the
Company for approval shall be construed as creating any limitations on the power
of the Board or the Committee to adopt such other incentive arrangements as
either may deem desirable, including without limitation, the granting of
restricted stock or stock options otherwise than under this Plan or an
arrangement not intended to qualify under Section 162(m) of the Code, and such
arrangements may be either generally applicable or applicable only in specific
cases. 

16. SECURITIES
MATTERS

(a) The Company shall be under
no obligation to effect the registration pursuant to the Securities Act of 1933
of any interests in the Plan or any shares of Company Stock to be issued
hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing shares of Company Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
the Nasdaq National Market and any other securities exchange on which shares of
Company Stock are traded. Certificates evidencing shares of Company Stock issued
pursuant to the terms hereof, may bear such legends, as the Committee or the
Company, in its sole discretion, deems necessary or desirable to insure
compliance with applicable securities laws.

(b) The transfer of any shares
of Company Stock hereunder shall be effective only at such time as counsel to
the Company shall have determined that the issuance and delivery of such shares
is in compliance with all applicable laws, regulations of governmental authority
and the requirements of the Nasdaq National Market and any other securities
exchange on which shares of Company Stock are traded. The Committee may, in its
sole discretion, defer the effectiveness of any transfer of shares of Company
stock hereunder in order to allow the issuance of such shares to be made
pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Company shall
inform the Participant in writing of the Committee’s decision to defer the
effectiveness of a transfer. During the period of such a deferral in connection
with the exercise of an Option, the Participant may, by written notice, withdraw
such exercise and obtain the refund of any amount paid with respect
thereto.

17. WITHHOLDING
TAXES

Whenever cash is to be paid
pursuant to an Incentive Award, the Company shall have the right to deduct
therefrom an amount sufficient to satisfy any federal, state and local
withholding tax requirements related thereto.

Whenever shares of Company
Stock are to be delivered pursuant to an Incentive Award, the amount of any
federal, state and local tax withholding requirements must be satisfied by the
Participant prior to the issuance of shares by the Company (or, in the case of
Restricted Stock, before the release of such shares from escrow). The Company
shall have the right to require the Participant to remit to the Company in cash
an amount sufficient to satisfy any federal, state and local withholding tax
requirements related thereto. With the approval of the Committee, which it shall
have sole discretion to grant, a Participant may satisfy the foregoing
requirement by (i) electing to have the Company withhold and retain from
delivery shares of Company Stock having a value equal to the amount of the tax
withholding requirement, or (ii) delivering to the Company already vested and
owned shares of Common Stock having a value equal to the amount of the tax
withholding requirement. Such shares shall be valued at their Fair Market Value
on the date as of which the amount of tax to be withheld is determined (the “Tax
Date”). Fractional share amounts shall be settled in cash. Such a withholding
election may be made with respect to all or any portion of the shares to be
delivered pursuant to an Incentive Award. To the extent required for such a
withholding of stock to qualify for the exemption available under Rule 16b-3,
such an election by a grantee whose transactions in Company Stock are subject to
Section 16(b) of the Exchange Act shall be subject to the approval of the
Committee in its sole discretion.

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18. NOTIFICATION OF
ELECTION UNDER SECTION 83(b) OF THE CODE

If any Participant shall, in
connection with the award of Restricted Stock under the Plan, make the election
permitted under Section 83(b) of the Code (i.e., an election to include in gross
income in the year of award the amounts specified in Section 83(b)), such
Participant shall notify the Company of such election at the time of entering
into the Award Agreement pertaining to the Restricted Stock award, and shall
concurrently make a payment to the Company of the aggregate income tax and
employment tax withholding amount, such payment to be made in cash, by certified
check, bank cashier’s check or wire transfer.

19. NOTIFICATION UPON
DISQUALIFYING DISPOSITION

Each Award Agreement with
respect to an Incentive Stock Option shall require the Participant to notify the
Company of any disposition of shares of Company Stock issued pursuant to the
exercise of such Option under the circumstances described in Section 421(b) of
the Code (relating to certain disqualifying dispositions) within ten days of
such disposition.

20. CANCELLATION AND
RESCISSION OF INCENTIVE AWARDS 

Unless the Award Agreement
specifies otherwise, the Committee may cancel, rescind, suspend, withhold or
otherwise limit or restrict any unexpired, unpaid, or deferred Incentive Awards
at any time if the Participant is not in compliance with all applicable
provisions of the Award Agreement, or if the Participant engages in any
"Detrimental Activity." For purposes of this Section 20, "Detrimental Activity"
shall include: (i) the rendering of services for any organization or engaging
directly or indirectly in any business which is or becomes competitive with the
Company, or which organization or business, or the rendering of services to such
organization or business, is or becomes otherwise prejudicial to or in conflict
with the interests of the Company; (ii) the disclosure to anyone outside the
Company, or the use in other than the Company's business, without prior written
authorization from the Company, of any confidential information or material, as
defined in the Company's Agreement Regarding Confidential Information and
Intellectual Property, relating to the business of the Company, acquired by the
Participant either during or after employment with the Company; (iii) the
failure or refusal to disclose promptly and to assign to the Company, pursuant
to the Company's "Confidentiality, Company Property, and Non-Solicitation
Agreement" (formerly known as the Company's "Confidential Invention Agreement"),
all right, title and interest in any invention or idea, patentable or not, made
or conceived by the Participant during employment by the Company, relating in
any manner to the actual or anticipated business, research or development work
of the Company or the failure or refusal to do anything reasonably necessary to
enable the Company to secure a patent where appropriate in the United States and
in other countries; (iv) activity that results in termination of the
Participant's employment for Cause; (v) a violation of any rules, policies,
procedures or guidelines of the Company, including but not limited to the
Company's Code of Business Conduct and Ethics policy; (vi) any attempt directly
or indirectly to induce any employee of the Company to be employed or perform
services elsewhere or any attempt directly or indirectly to solicit the trade or
business of any current or prospective customer, supplier or partner of the
Company; (vii) the Participant being convicted of, or entering a guilty plea
with respect to, a crime, whether or not connected with the Company; or (viii)
any other conduct or act determined to be injurious, detrimental or prejudicial
to any interest of the Company.

21. AMENDMENT OR
TERMINATION OF THE PLAN

The Board of Directors may, at
any time, suspend or terminate the Plan or revise or amend it in any respect
whatsoever; provided, however, that stockholder approval shall be required if
and to the extent required by Rule 16b-3 or by any comparable or successor
exemption under which the Board of Directors believes it is appropriate for the
Plan to qualify, or if and to the extent the Board of Directors determines that
such approval is appropriate for purposes of satisfying the requirements of the
Nasdaq Global Select Market or any other securities exchange on which shares of
Company Stock are traded or Section 162(m) or Section 422 of the Code. Nothing
herein shall restrict the Committee’s ability to exercise its discretionary
authority pursuant to Section 4, which discretion may be exercised without
amendment to the Plan. No action hereunder may, without the consent of a
Participant, reduce the Participant’s rights under any outstanding Incentive
Award.

15







22. NO OBLIGATION TO
EXERCISE

The grant to a Participant of
an Option or SAR shall impose no obligation upon such Participant to exercise
such Option or SAR.

23. TRANSFERS UPON DEATH;
NONASSIGNABILITY

Upon the death of a
Participant outstanding Incentive Awards granted to such Participant may be
exercised only by the executor or administrator of the Participant’s estate or
by a person who shall have acquired the right to such exercise by will or by the
laws of descent and distribution. No transfer of an Incentive Award by will or
the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with (a) written notice thereof and
with a copy of the will and/or such evidence as the Committee may deem necessary
to establish the validity of the transfer and (b) an agreement by the transferee
to comply with all the terms and conditions of the Incentive Award that are or
would have been applicable to the Participant and to be bound by the
acknowledgments made by the Participant in connection with the grant of the
Incentive Award.

During a Participant’s
lifetime, the Committee may, in its discretion, permit the transfer, assignment
or other encumbrance of an outstanding Option or outstanding shares of
Restricted Stock; provided that, in the case of an Incentive Stock Option,
transferability may be permitted during the Participant's lifetime only to the
extent that the Incentive Stock Option retains its qualified status, unless the
Committee and the Participant agree otherwise.

24. EXPENSES AND
RECEIPTS

The expenses of the Plan shall
be paid by the Company. Any proceeds received by the Company in connection with
any Incentive Award will be used for general corporate purposes.

25. FAILURE TO
COMPLY

In addition to the remedies of
the Company elsewhere provided for herein, failure by a Participant (or
beneficiary) to comply with any of the terms and conditions of the Plan or the
applicable Award Agreement, unless such failure is remedied by such Participant
(or beneficiary) within ten days after notice of such failure by the Committee,
shall be grounds for the cancellation and forfeiture of such Incentive Award, in
whole or in part, as the Committee, in its sole discretion, may
determine.

26. EFFECTIVE DATE AND TERM
OF PLAN

The Plan shall be effective as
of the Effective Date. Unless earlier terminated by the Board of Directors, the
right to grant Incentive Awards under the Plan will terminate on the tenth
anniversary of the Restatement Effective Date. Incentive Awards outstanding at
Plan termination will remain in effect according to their terms and the
provisions of the Plan.

27. APPLICABLE
LAW

Except to the extent preempted
by any applicable federal law, the Plan will be construed and administered in
accordance with the laws of the State of Delaware, without reference to the
principles of conflicts of laws thereunder.

16