ex_10-1.htm


    
      
        

        

      

      EXHIBIT
10.1

      
        
          
             

            CROWDGATHER,
INC.

          

          
            2008
STOCK OPTION AND AWARD PLAN

          

          
            APPROVED
BY BOARD ON: May 9, 2008

          

          
            APPROVED
BY STOCKHOLDERS:                     ,
2008

          

          
            TERMINATION
DATE: May 9, 2018

          

          
            


          

          
            	
                    1.  

                  	
                    General

                  


          

          


          
            
              	
                      (a)      
      

                    	
                      Plan Adoption. This
      Plan was adopted by the Board on the Adoption Date to be effective as
      provided in Section 11 on the Effective
  Date.

                    


            

          

          
            


          

          
            
              	
                      (b)      
      

                    	
                      Eligible Award
      Recipients. The persons eligible to receive Awards are
      Employees, Directors and
Consultants.

                    


            

          

          
            


          

          
            
              	
                      (c)    
       

                    	
                      Available
      Awards. The Plan provides for the grant of the following
      Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
      Options, (iii) Restricted Stock Awards, (iv) Restricted Stock
      Unit Awards, (v) Stock Appreciation Rights, (vi) Performance
      Stock Awards, (vii) Performance Cash Awards, and (viii) Other
      Stock Awards.

                    


            

          

          
            


          

          
            
              	
                      (d)   
        

                    	
                      General
      Purpose. The Company, by means of the Plan, seeks to secure
      and retain the services of the group of persons eligible to receive Awards
      as set forth in Section 1(b), to provide incentives for such persons
      to exert maximum efforts for the success of the Company and any Affiliate
      and to provide a means by which such eligible recipients may be given an
      opportunity to benefit from increases in value of the Common Stock through
      the granting of Stock Awards.

                    


            

          

          
            


          

          
            
              	
                      2.  

                    	
                      Administration

                    


            

          

          


          
            
              	
                      (a)    
       

                    	
                      Administration by
      Board. The Board shall administer the Plan unless and until
      the Board delegates administration of the Plan to a Committee or
      Committees, as provided in
Section 2(c).

                    


            

          

          
            


          

          
            
              	
                      (b)    
       

                    	
                      Powers of
      Board. The Board shall have the power, subject to, and within
      the limitations of, the express provisions of the
  Plan:

                    


            

          

          
            


          

          
            
              	
                      (i)    
        

                    	
                      To
      determine from time to time (A) which of the persons eligible under
      the Plan shall be granted Awards; (B) when and how each Award shall
      be granted; (C) what type or combination of types of Award shall be
      granted; (D) the provisions of each Award granted (which need not be
      identical), including the time or times when a person shall be permitted
      to receive cash or Common Stock pursuant to a Stock Award; and
      (E) the number of shares of Common Stock with respect to which a
      Stock Award shall be granted to each such
  person.

                    


            

          

          
            


          

          
            
              	
                      (ii)   
        

                    	
                      To
      construe and interpret the Plan and Awards granted under it, and to
      establish, amend and revoke rules and regulations for its administration.
      The Board, in the exercise of this power, may correct any defect, omission
      or inconsistency in the Plan or in any Stock Award Agreement or in the
      written terms of a Performance Cash Award, in a manner and to the extent
      it shall deem necessary or expedient to make the Plan or Award fully
      effective.

                    


            

          

          
            


          

          
            
              	
                      (iii)   
       

                    	
                      To
      settle all controversies regarding the Plan and Awards granted under
      it.

                    


            

          

          
            


            
              
                
                

              

              
                1

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (iv)  
        

                    	
                      To
      accelerate the time at which a Stock Award may first be exercised or the
      time during which an Award or any part thereof will vest in accordance
      with the Plan, notwithstanding the provisions in the Award stating the
      time at which it may first be exercised or the time during which it will
      vest.

                    


            

          

           

          
            	
                    (v)   
        

                  	
                    To
      suspend or terminate the Plan at any time. Suspension or termination of
      the Plan shall not impair rights and obligations under any Stock Award
      granted while the Plan is in effect except with the written consent of the
      affected Participant.

                  


          

           

          
            	
                    (vi)  
        

                  	
                    To
      amend the Plan in any respect the Board deems necessary or advisable,
      including, without limitation, relating to Incentive Stock Options and
      certain nonqualified deferred compensation under 409A of the Code and/or
      to bring the Plan or Stock Awards granted under the Plan into compliance
      therewith, subject to the limitations, if any, of applicable law. However,
      except as provided in Section 9(a) relating to Capitalization
      Adjustments, stockholder approval shall be required for any amendment of
      the Plan that either (i) materially increases the number of shares of
      Common Stock available for issuance under the Plan, (ii) materially
      expands the class of individuals eligible to receive Awards under the
      Plan, (iii) materially increases the benefits accruing to
      Participants under the Plan or materially reduces the price at which
      shares of Common Stock may be issued or purchased under the Plan,
      (iv) materially extends the term of the Plan, or (v) expands the
      types of Awards available for issuance under the Plan, but only to the
      extent required by applicable law or listing requirements. Except as
      provided herein, rights under any Award granted before amendment of the
      Plan shall not be impaired by any amendment of the Plan unless
      (i) the Company requests the consent of the affected Participant, and
      (ii) such Participant consents in
writing.

                  


          

           

          
            	
                    (vii)  
       

                  	
                    To
      submit any amendment to the Plan for stockholder approval, including, but
      not limited to, amendments to the Plan intended to satisfy the
      requirements of (i) Section 162(m) of the Code and the
      regulations thereunder regarding the exclusion of performance-based
      compensation from the limit on corporate deductibility of compensation
      paid to Covered Employees, (ii) Section 422 of the Code
      regarding Incentive Stock Options or (iii) Rule
  16b-3.

                  


          

           

          
            	
                    (viii) 
       

                  	
                    To
      approve forms of Award Agreements for use under the Plan and to amend the
      terms of any one or more Awards, including, but not limited to, amendments
      to provide terms more favorable than previously provided in the Award
      Agreement, subject to any specified limits in the Plan that are not
      subject to Board discretion; provided however, that, the rights under any
      Award shall not be impaired by any such amendment unless (i) the
      Company requests the consent of the affected Participant, and
      (ii) such Participant consents in writing. Notwithstanding the
      foregoing, subject to the limitations of applicable law, if any, and
      without the affected Participant’s consent, the Board may amend the terms
      of any one or more Awards if necessary to maintain the qualified status of
      the Award as an Incentive Stock Option or to bring the Award into
      compliance with Code Section 409A and the related guidance
      thereunder.

                  


          

           

          
            	
                    (ix)     

                  	
                    Generally,
      to exercise such powers and to perform such acts as the Board deems
      necessary or expedient to promote the best interests of the Company and
      that are not in conflict with the provisions of the Plan or
      Awards.

                  


          

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          
            	
                    (x)    
       

                  	
                    To
      adopt such procedures and sub-plans as are necessary or appropriate to
      permit participation in the Plan by Employees, Directors or Consultants
      who are foreign nationals or employed outside the United
      States.

                  


          

           

          
            
              	
                      (c)    
       

                    	
                      Delegation
      to Committee.

                    


            

          

          
            


          

          
            
              	
                      (i)    
        

                    	
                      General.
      The Board may delegate some or all of the administration of the Plan to a
      Committee or Committees. If administration of the Plan is delegated to a
      Committee, the Committee shall have, in connection with the administration
      of the Plan, the powers theretofore possessed by the Board that have been
      delegated to the Committee, including the power to
      delegate to a subcommittee of the Committee any of the administrative
      powers the Committee is authorized to exercise (and references in this
      Plan to the Board shall thereafter be to the Committee or subcommittee),
      subject, however, to such resolutions, not inconsistent with the
      provisions of the Plan, as may be adopted from time to time by the Board.
      The Board may retain the authority to concurrently administer the Plan
      with the Committee and may, at any time, revest in the Board some or all
      of the powers previously
delegated.

                    


            

          

          
            


          

          
            
              	
                      (ii)   
        

                    	
                      Section 162(m)
      and Rule 16b-3 Compliance. In the sole discretion of the Board, the
      Committee may consist solely of two or more Outside Directors, in
      accordance with Section 162(m) of the Code, or solely of two or more
      Non-Employee Directors, in accordance with Rule 16b-3. In addition,
      the Board or the Committee, in its sole discretion, may (A) delegate
      to a Committee of Directors who need not be Outside Directors the
      authority to grant Awards to eligible persons who are either (I) not
      then Covered Employees and are not expected to be Covered Employees at the
      time of recognition of income resulting from such Stock Award, or
      (II) not persons with respect to whom the Company wishes to comply
      with Section 162(m) of the Code, or (B) delegate to a Committee
      of Directors who need not be Non-Employee Directors the authority to grant
      Stock Awards to eligible persons who are not then subject to
      Section 16 of the Exchange
Act.

                    


            

          

          
            


          

          
            
              	
                      (d)    
       

                    	
                      Delegation to an
      Officer. The Board may delegate to one or more Officers the
      authority to do one or both of the following (i) designate Employees
      who are not Officers to be recipients of Options (and, to the extent
      permitted by applicable law, other Stock Awards) and the terms thereof,
      and (ii) determine the number of shares of Common Stock to be subject
      to such Stock Awards granted to such Employees; provided, however, that
      the Board resolutions regarding such delegation shall specify the total
      number of shares of Common Stock that may be subject to the Stock Awards
      granted by such Officer and that such Officer may not grant a Stock Award
      to himself or herself. Notwithstanding anything to the contrary in this
      Section 2(d), the Board may not delegate to an Officer authority to
      determine the Fair Market Value of the Common Stock pursuant to
      Section 13(v)(ii) below.

                    


            

          

          
            


          

          
            
              	
                      (e)    
       

                    	
                      Effect of Board’s
      Decision. All determinations, interpretations and
      constructions made by the Board in good faith shall not be subject to
      review by any person and shall be final, binding and conclusive on all
      persons.

                    


            

          

          
            


          

          
            
              	
                      (f)     
       

                    	
                      Cancellation and Re-Grant of
      Stock Awards. Neither the Board nor any Committee shall have
      the authority to: (i) reprice any outstanding Stock Awards under the
      Plan, or (ii) cancel and re-grant any outstanding Stock Awards under
      the Plan, unless the stockholders of the Company have approved such an
      action within twelve (12) months prior to such an
    event.

                    


            

          

          
             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (g)    
       

                    	
                      Arbitration. Any
      dispute or claim concerning any Stock Awards granted (or not granted)
      pursuant to the Plan or any disputes or claims relating to or arising out
      of the Plan shall be fully, finally and exclusively resolved by binding
      and confidential arbitration conducted pursuant to the Commercial
      Arbitration Rules of the American Arbitration Association in Orange
      County, California. The Company and the Participant shall each pay 50% of
      the arbitration fees. In addition to any other relief, the arbitrator may
      award to the prevailing party recovery of its attorneys’ fees and costs.
      By accepting a Stock Award, Participants and the Company waive their
      respective rights to have any such disputes or claims tried by a judge or
      jury.

                    


            

          

          


          
            	
                    3.  

                  	
                    Shares
      Subject to the Plan.

                  


          

          


          
            
              	
                      (a)   
        

                    	
                      Share
      Reserve. Subject to the provisions of Section 9(a)
      relating to Capitalization Adjustments, the aggregate number of shares of
      Common Stock that may be issued pursuant to Stock Awards after the
      Effective Date shall consist of the sum of (i) Twelve Million (12,000,000)
      shares to be approved by the stockholders at the 2008 Annual Meeting as
      part of the approval of this Plan and (ii) the number of shares added to
      the reserve pursuant to Section 3(b) (the “Share Reserve”). For
      clarity, the limitation in this subsection 3(a) is a limitation in
      the number of shares of the Company’s common stock that may be issued
      pursuant to the Plan. Accordingly, this subsection 3(a) does not
      limit the granting of Stock Awards except as provided in
      subsection 7(a). Shares may be issued in connection with a merger or
      acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if
      applicable, NYSE Listed Company Manual
      Section 303A.08, or AMEX Company Guide Section 711 and such
      issuance shall not reduce the number of shares available for issuance
      under the Plan. Furthermore, if a Stock Award (i) expires or
      otherwise terminates without having been exercised in full or (ii) is
      settled in cash (i.e., the holder of the Stock Award receives cash rather
      than stock), such expiration, termination or settlement shall not reduce
      (or otherwise offset) the number of shares of the Company’s common stock
      that may be issued pursuant to the
Plan.

                    


            

          

          
            


          

          
            
              	
                      (b)    
       

                    	
                      Additions to the Share
      Reserve. The share reserve under the Plan also shall be
      increased from time to time by a number of shares equal to the number of
      shares of Common Stock that (i) are issuable pursuant to options or
      stock awards outstanding as of the Effective Date of the
    Plan.

                    


            

          

          
            


          

          
            
              	
                      (c)   
        

                    	
                      Reversion of Shares to the
      Share Reserve. If any shares of common stock issued pursuant
      to a Stock Award are forfeited back to the Company because of the failure
      to meet a contingency or condition required to vest such shares in the
      Participant, then the shares which are forfeited shall revert to and again
      become available for issuance under the Plan. Also, any shares reacquired
      by the Company pursuant to subsection 8(g) or as consideration for
      the exercise of an Option shall again become available for issuance under
      the Plan. Notwithstanding the provisions of this subsection 3(c), any
      such shares shall not be subsequently issued pursuant to the exercise of
      Incentive Stock Options.

                    


            

          

          
            


          

          
            
              	
                      (d)   
        

                    	
                      Incentive Stock Option
      Limit. Notwithstanding anything to the contrary in this
      Section 3(d), subject to the provisions of Section 9(a) relating
      to Capitalization Adjustments the aggregate maximum number of shares of
      Common Stock that may be issued pursuant to the exercise of Incentive
      Stock Options shall be the number of shares of Common Stock in the Share
      Reserve.

                    


            

          

          
            


          

          
            
              	
                      (e)    
       

                    	
                      Section 162(m) Limitation
      on Annual Grants. Subject to the provisions of Section 9(a)
      relating  to Capitalization Adjustments, at such time as the
      Company may be subject to the applicable provisions of Section 162(m)
      of the Code, no Employee shall be eligible to be granted during any
      calendar year Stock Awards whose value is determined by reference to an
      increase over an exercise or strike price of at least one hundred percent
      (100%) of the Fair Market Value of the Common Stock on the date the Stock
      Award is granted covering more than One Million (1,000,000) shares of
      Common Stock.

                    


            

          

          
             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

          

          
            
              	
                      (f)       
      

                    	
                      Source of
      Shares. The stock issuable under the Plan shall be shares of
      authorized but unissued or reacquired Common Stock, including shares
      repurchased by the Company on the market or
  otherwise.

                    


            

          

          


          
            	
                    4.  

                  	
                    Eligibility.

                  


          

          


          
            
              	
                      (a)   
        

                    	
                      Eligibility for Specific Stock
      Awards. Incentive Stock Options may be granted only to
      employees of the Company or a parent corporation or subsidiary corporation
      (as such terms are defined in Code Sections 424(e) and (f)). Stock
      Awards other than Incentive Stock Options may be granted to Employees,
      Directors and Consultants.

                    


            

          

          
            


          

          
            
              	
                      (b)   
        

                    	
                      Ten Percent
      Stockholders. A Ten Percent Stockholder shall not be granted
      an Incentive Stock Option unless the exercise price of such Option is at
      least one hundred ten percent (110%) of the Fair Market Value of the
      Common Stock on the date of grant and the Option is not exercisable after
      the expiration of five (5) years from the date of
    grant.

                    


            

          

          
            


          

          
            
              	
                      (c)    
       

                    	
                      Consultants. A
      Consultant shall not be eligible for the grant of a Stock Award only if,
      at the time of grant, a Form S-8 Registration Statement under the
      Securities Act (“Form  S-8”) is
      not available to register either the offer or the sale of the Company’s
      securities to such Consultant because of the nature of the services that
      the Consultant is providing to the Company, because the Consultant is not
      a natural person, or because of any other rule governing the use of
      Form  S-8.

                    


            

          

          


          
            	
                    5.  

                  	
                    Option
      Provisions.

                  


          

          


          
            Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and,
if certificates are issued, a separate certificate or certificates shall be
issued for shares of Common Stock purchased on exercise of each type of Option.
If an Option is not specifically designated as an Incentive Stock Option, then
the Option shall be a Nonstatutory Stock Option. The provisions of separate
Options need not be identical; provided, however, that each Option Agreement
shall include (through incorporation of provisions hereof by reference in the
Option Agreement or otherwise) the substance of each of the following
provisions:

          

          


          
            	
                    (a)    
       

                  	
                    Term. Subject to
      the provisions of Section 4(b) regarding Ten Percent Stockholders, no
      Option shall be exercisable after the expiration of ten (10) years
      from the date of its grant or such shorter period specified in the Option
      Agreement.

                  


          

           

          
            	
                    (b)   
        

                  	
                    Exercise
      Price. Subject to the provisions of Section 4(b)
      regarding Ten Percent Stockholders, the exercise price of each Option
      shall be not less than one hundred percent (100%) of the Fair Market Value
      of the Common Stock subject to the Option on the date the Option is
      granted. Notwithstanding the foregoing, an Option may be granted with an
      exercise price lower than one hundred percent (100%) of the Fair Market
      Value of the Common Stock subject to the Option if such Option is granted
      pursuant to an assumption or substitution for another option in a manner
      consistent with the provisions of Section 424(a) of the Code (whether
      or not such options are Incentive Stock
  Options).

                  


          

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          
            	
                    (c)    
       

                  	
                    Consideration. The
      purchase price of Common Stock acquired pursuant to the exercise of an
      Option shall be paid, to the extent permitted by applicable law and as
      determined by the Board in its sole discretion, by any combination of the
      methods of payment set forth below. The Board shall have the authority to
      grant Options that do not permit all of the following methods of payment
      (or otherwise restrict the ability to use certain methods) and to grant
      Options that require the consent of the Company to utilize a particular
      method of payment. The methods of payment permitted by this
      Section 5(c) are:

                  


          

           

          
            	
                    (i)     
       

                  	
                    by
      cash, check, bank draft or money order payable to the
    Company;

                  


          

           

          
            	
                    (ii)    
       

                  	
                    pursuant
      to a program developed under Regulation T as promulgated by the
      Federal Reserve Board that, prior to the issuance of the stock subject to
      the Option, results in either the receipt of cash (or check) by the
      Company or the receipt of irrevocable instructions to pay the aggregate
      exercise price to the Company from the sales
  proceeds;

                  


          

           

          
            	
                    (iii)   
       

                  	
                    by
      delivery to the Company (either by actual delivery or attestation) of
      shares of Common Stock;

                  


          

           

          
            	
                    (iv)  
        

                  	
                    by
      a “net exercise” arrangement pursuant to which the Company will reduce the
      number of shares of Common Stock issued upon exercise by the largest whole
      number of shares with a Fair Market Value that does not exceed the
      aggregate exercise price; provided, however, that the Company shall accept
      a cash or other payment from the Participant to the extent of any
      remaining balance of the aggregate exercise price not satisfied by such
      reduction in the number of whole shares to be issued; provided, further,
      that shares of Common Stock will no longer be outstanding under an Option
      and will not be exercisable thereafter to the extent that (A) shares
      are used to pay the exercise price pursuant to the “net exercise,”
      (B) shares are delivered to the Participant as a result of such
      exercise, and (C) shares are withheld to satisfy tax withholding
      obligations; or

                  


          

           

          
            	
                    (v)    
       

                  	
                    in
      any other form of legal consideration that may be acceptable to the
      Board.

                  


          

           

          
            	
                    (d)   
        

                  	
                    Transferability of
      Options. The Board may, in its sole discretion, impose such
      limitations on the transferability of Options as the Board shall
      determine. In the absence of such a determination by the Board to the
      contrary, the following restrictions on the transferability of Options
      shall apply:

                  


          

           

          
            	
                    (i)    
        

                  	
                    Restrictions
      on Transfer. An Option shall not be transferable except by will or by the
      laws of descent and distribution and shall be exercisable during the
      lifetime of the Optionholder only by the Optionholder;
      provided, however, that the Board may, in its sole discretion, permit
      transfer of the Option in a manner consistent with applicable tax and
      securities laws upon the Optionholder’s
  request.

                  


          

           

          
            	
                    (ii)    
       

                  	
                    Domestic
      Relations Orders. Notwithstanding the foregoing, an Option may be
      transferred pursuant to a domestic relations order, provided, however,
      that an Incentive Stock Option may be deemed to be a Nonqualified Stock
      Option as a result of such
transfer.

                  


          

           

          
            	
                    (iii)  
        

                  	
                    Beneficiary
      Designation. Notwithstanding the foregoing, the Optionholder may, by
      delivering written notice to the Company, in a form provided by or
      otherwise satisfactory to the Company, designate a third party who, in the
      event of the death of the Optionholder, shall thereafter be entitled to
      exercise the Option.

                  


          

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

          


          
            	
                    (e)    
       

                  	
                    Vesting
      Generally. The total number of shares of Common Stock subject
      to an Option may vest and therefore become exercisable in periodic
      installments that may or may not be equal. The Option may be subject to
      such other terms and conditions on the time or times when it may or may
      not be exercised (which may be based on the satisfaction of Performance
      Goals or other criteria) as the Board may deem appropriate. The vesting
      provisions of individual Options may vary. The provisions of this
      Section 5(e) are subject to any Option provisions governing the
      minimum number of shares of Common Stock as to which an Option may be
      exercised.

                  


          

           

          
            	
                    (f)     
       

                  	
                    Termination of Continuous
      Service. Unless explicitly provided otherwise in the
      applicable Option Agreement or other agreement between the Optionholder
      and the Company, in the event that an Optionholder’s Continuous Service
      terminates (other than for Cause or upon the Optionholder’s death or
      Disability), the Optionholder may exercise his or her Option (to the
      extent that the Optionholder was entitled to exercise such Option as of
      the date of termination of Continuous Service) but only within such period
      of time ending on the earlier of (i) the date three (3) months
      following the termination of the Optionholder’s Continuous Service (or
      such longer or shorter period specified in the Option Agreement), or
      (ii) the expiration of the term of the Option as set forth in the
      Option Agreement. If, after termination of Continuous Service, the
      Optionholder does not exercise his or her Option within the time specified
      herein or in the Option Agreement (as applicable), the Option shall
      terminate.

                  


          

           

          
            	
                    (g)   
        

                  	
                    Disability of
      Optionholder. Unless explicitly
      provided otherwise in the applicable Option Agreement or other agreement
      between the Optionholder and the Company, in the event that an
      Optionholder’s Continuous Service terminates as a result of the
      Optionholder’s Disability, the Optionholder may exercise his or her Option
      (to the extent that the Optionholder was entitled to exercise such Option
      as of the date of termination of Continuous Service), but only within such
      period of time ending on the earlier of (i) the date twelve
      (12) months following such termination of Continuous Service (or such
      longer or shorter period specified in the Option Agreement), or
      (ii) the expiration of the term of the Option as set forth in the
      Option Agreement. If, after termination of Continuous Service, the
      Optionholder does not exercise his or her Option within the time specified
      herein or in the Option Agreement (as applicable), the Option shall
      terminate.

                  


          

           

          
            	
                    (h)
           

                  	
                    Death of Optionholder.
      Unless explicitly provided otherwise in the applicable Option Agreement or
      other agreement between the Optionholder and the Company, in the event
      that (i) an Optionholder’s Continuous Service terminates as a result
      of the Optionholder’s death, or (ii) the Optionholder dies within the
      period (if any) specified in the Option Agreement after the termination of
      the Optionholder’s Continuous Service for a reason other than death, then
      the Option may be exercised (to the extent the Optionholder was entitled
      to exercise such Option as of the date of death) by the Optionholder’s
      estate, by a person who acquired the right to exercise the Option by
      bequest or inheritance or by a person designated to exercise the option
      upon the Optionholder’s death, but only within the period ending on the
      earlier of (i) the date twelve (12) months following the date of
      death (or such longer or shorter period specified in the Option
      Agreement), or (ii) the expiration of the term of such Option as set
      forth in the Option Agreement. If, after the Optionholder’s death, the
      Option is not exercised within the time specified herein or in the Option
      Agreement (as applicable), the Option shall
  terminate.

                  


          

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          
            	
                    (i)    
        

                  	
                    Extension of Termination
      Date. Unless explicitly provided otherwise in the applicable
      Option Agreement or other agreement between the Optionholder and the
      Company, if the exercise of the Option following the termination of the
      Optionholder’s Continuous Service (other than for Cause) would be
      prohibited at any time solely because the issuance of shares of Common
      Stock would violate the registration requirements under the Securities
      Act, then the Option shall terminate on the earlier of (i) the
      expiration of a period equal to the post-termination exercise period
      described in Section 5(f), 5(g) or 5(h) above after the termination
      of the Optionholder’s Continuous Service during which the exercise of the
      Option would not be in violation of such registration requirements, or
      (ii) the expiration of the term of the Option as set forth in the
      Option Agreement. In addition, unless otherwise provided in an
      Optionholder’s Option Agreement, if the sale of the Common Stock received
      upon exercise of an Option following the termination of the Optionholder’s
      Continuous Service (other than for Cause) would violate the Company’s
      insider trading policy, then the Option shall terminate on the earlier of
      (i) the expiration of a period equal to the post-termination exercise
      period described in Section 5(f), 5(g) or 5(h) above after the
      termination of the Optionholder’s Continuous Service during which the
      exercise of the Option would not be in violation of the Company’s insider
      trading policy, (ii) the 15th day of the third month after the
      date on which the Option would cease to be exercisable but for this
      Section 5(i), or such longer period as would not cause the Option to
      become subject to Section 409A(a)(1) of the Code; or (iii) the
      expiration of the term of the Option as set forth in the Option
      Agreement.

                  


          

           

          
            	
                    (j)     
       

                  	
                    Termination for
      Cause. Unless explicitly provided otherwise in an
      Optionholder’s Option Agreement or other agreement between the
      Optionholder and the Company, in the event that an Optionholder’s
      Continuous Service is terminated for Cause, the Option shall terminate
      upon the termination date of such Optionholder’s Continuous Service, and
      the Optionholder shall be prohibited from exercising his or her Option
      from and after the time of such termination of Continuous
      Service.

                  


          

           

          
            	
                    (k)    
       

                  	
                    Non-Exempt
      Employees. No Option granted to an Employee that is a
      non-exempt employee for purposes of the Fair Labor Standards Act shall be
      first exercisable for any shares of Common Stock until at least six months
      following the date of grant of the Option. The foregoing provision is
      intended to operate so that any income derived by a non-exempt employee in
      connection with the exercise or vesting of an Option will be exempt from
      his or her regular rate of pay.

                  


          

           

          
            	
                    6.  

                  	
                    Provisions
      of Stock Awards other than Options.

                  


          

          


          
            
              	
                      (a)   
        

                    	
                      Restricted Stock
      Awards. Each Restricted Stock Award Agreement shall be in such
      form and shall contain such terms and conditions as the Board shall deem
      appropriate. To the extent consistent with the Company’s Bylaws, at the
      Board’s election, shares of Common Stock may be (i) held in book
      entry form subject to the Company’s instructions until any restrictions
      relating to the Restricted Stock Award lapse; or (ii) evidenced by a
      certificate, which certificate shall be held in such form and manner as
      determined by the Board. The terms and conditions of Restricted Stock
      Award Agreements may change from time to time, and the terms and
      conditions of separate Restricted Stock Award Agreements need not be
      identical, provided, however, that each Restricted Stock Award Agreement
      shall include (through incorporation of provisions hereof by reference in
      the agreement or otherwise) the substance of each of the following
      provisions:

                    


            

          

          


          
            	
                    (i)     
       

                  	
                    Consideration.
      A Restricted Stock Award may be awarded in consideration for (A) past
      or future services actually rendered to the Company or an Affiliate, or
      (B) any other form of legal consideration that may be acceptable to
      the Board in its sole discretion and permissible under applicable
      law.

                  


          

           

          
            	
                    (ii)    
       

                  	
                    Vesting.
      Shares of Common Stock awarded under the Restricted Stock Award Agreement
      may be subject to forfeiture to the Company in accordance with a vesting
      schedule to be determined by the
Board.

                  


          

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          
            	
                    (iii)   
       

                  	
                    Termination
      of Participant’s Continuous Service. In the event a Participant’s
      Continuous Service terminates, the Company may receive via a forfeiture
      condition, any or all of the shares of Common Stock held by the
      Participant which have not vested as of the date of termination of
      Continuous Service under the terms of the Restricted Stock Award
      Agreement.

                  


          

          


          
            	
                    (iv)   
       

                  	
                    Transferability.
      Rights to acquire shares of Common Stock under the Restricted Stock Award
      Agreement shall be transferable by the Participant only upon such terms
      and conditions as are set forth in the Restricted Stock Award Agreement,
      as the Board shall determine in its sole discretion, so long as Common
      Stock awarded under the Restricted Stock Award Agreement remains subject
      to the terms of the Restricted Stock Award
  Agreement.

                  


          

          


          
            
              	
                      (b)    
       

                    	
                      Restricted Stock Unit
      Awards. Each Restricted Stock Unit Award Agreement shall be in
      such form and shall contain such terms and conditions as the Board shall
      deem appropriate. The terms and conditions of Restricted Stock Unit Award
      Agreements may change from time to time, and the terms and conditions of
      separate Restricted Stock Unit Award Agreements need not be identical,
      provided, however, that each Restricted Stock Unit Award Agreement shall
      include (through incorporation of the provisions hereof by reference in
      the Agreement or otherwise) the substance of each of the following
      provisions:

                    


            

          

          


          
            	
                    (i)    
        

                  	
                    Consideration.
      At the time of grant of a Restricted Stock Unit Award, the Board will
      determine the consideration, if any, to be paid by the Participant upon
      delivery of each share of Common Stock subject to the Restricted Stock
      Unit Award. The consideration to be paid (if any) by the Participant for
      each share of Common Stock subject to a Restricted Stock Unit Award may be
      paid in any form of legal consideration that may be acceptable to the
      Board in its sole discretion and permissible under applicable
      law.

                  


          

           

          
            	
                    (ii)    
       

                  	
                    Vesting.
      At the time of the grant of a Restricted Stock Unit Award, the Board may
      impose such restrictions or conditions to the vesting of the Restricted
      Stock Unit Award as it, in its sole discretion, deems
      appropriate.

                  


          

           

          
            	
                    (iii)  
        

                  	
                    Payment.
      A Restricted Stock Unit Award may be settled by the delivery of shares of
      Common Stock, their cash equivalent, any combination thereof or in any
      other form of consideration, as determined by the Board and contained in
      the Restricted Stock Unit Award
Agreement.

                  


          

           

          
            	
                    (iv)  
        

                  	
                    Additional
      Restrictions. At the time of the grant of a Restricted Stock Unit Award,
      the Board, as it deems appropriate, may impose such restrictions or
      conditions that delay the delivery of the shares of Common Stock (or their
      cash equivalent) subject to a Restricted Stock Unit Award to a time after
      the vesting of such Restricted Stock Unit
Award.

                  


          

           

          
            	
                    (v)    
       

                  	
                    Dividend
      Equivalents. Dividend equivalents may be credited in respect of shares of
      Common Stock covered by a Restricted Stock Unit Award, as determined by
      the Board and contained in the Restricted Stock Unit Award Agreement. At
      the sole discretion of the Board, such dividend equivalents may be
      converted into additional shares of Common Stock covered by the Restricted
      Stock Unit Award in such manner as determined by the Board. Any additional
      shares covered by the Restricted Stock Unit Award credited by reason of
      such dividend equivalents will be subject to all the terms and conditions
      of the underlying Restricted Stock Unit Award Agreement to which they
      relate.

                  


          

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

             

          

          
            	
                    (vi)  
        

                  	
                    Termination
      of Participant’s Continuous Service. Except as otherwise provided in the
      applicable Restricted Stock Unit Award Agreement, such portion of the
      Restricted Stock Unit Award that has not vested will be forfeited upon the
      Participant’s termination of Continuous
Service.

                  


          

           

          
            	
                    (vii)  
       

                  	
                    Compliance
      with Section 409A of the Code. Notwithstanding anything to the
      contrary set forth herein, any Restricted Stock Unit Award granted under
      the Plan that is not exempt from the requirements of Section 409A of
      the Code shall contain such provisions so that such Restricted Stock Unit
      Award will comply with the requirements of Section 409A of the Code.
      Such restrictions, if any, shall be determined by the Board and contained
      in the Restricted Stock Unit Award Agreement evidencing such Restricted
      Stock Unit Award. For example, such restrictions may include, without
      limitation, a requirement that any Common Stock that is to be issued in a
      year following the year in which the Restricted Stock Unit Award vests
      must be issued in accordance with a fixed pre-determined
      schedule.

                  


          

          


          
            
              	
                      (c)    
       

                    	
                      Stock Appreciation
      Rights. Each Stock Appreciation Right Agreement shall be in
      such form and shall contain such terms and conditions as the Board shall
      deem appropriate. Stock Appreciation Rights may be granted as stand-alone
      Stock Awards or in tandem with other Stock Awards. The terms and
      conditions of Stock Appreciation Right Agreements may change from time to
      time, and the terms and conditions of separate Stock Appreciation Right
      Agreements need not be identical; provided, however, that each Stock
      Appreciation Right Agreement shall include (through incorporation of the
      provisions hereof by reference in the Agreement or otherwise) the
      substance of each of the following
provisions:

                    


            

          

          
            


          

          
            
              	
                      (i)     
       

                    	
                      Term.
      No Stock Appreciation Right shall be exercisable after the expiration of
      ten (10) years from the date of its grant or such shorter period
      specified in the Stock Appreciation Right
  Agreement.

                    


            

          

           

          
            	
                    (ii)    
       

                  	
                    Strike
      Price. Each Stock Appreciation Right will be denominated in shares of
      Common Stock equivalents. The strike price of each Stock Appreciation
      Right shall not be less than one hundred percent (100%) of the Fair Market
      Value of the Common Stock equivalents subject to the Stock Appreciation
      Right on the date of grant.

                  


          

           

          
            	
                    (iii)  
        

                  	
                    Calculation
      of Appreciation. The appreciation distribution payable on the exercise of
      a Stock Appreciation Right will be not greater than an amount equal to the
      excess of (A) the aggregate Fair Market Value (on the date of the
      exercise of the Stock Appreciation Right) of a number of shares of Common
      Stock equal to the number of share of Common Stock equivalents in which
      the Participant is vested under such Stock Appreciation Right, and with
      respect to which the Participant is exercising the Stock Appreciation
      Right on such date, over (B) the strike price that will be determined
      by the Board at the time of grant of the Stock Appreciation
      Right.

                  


          

           

          
            	
                    (iv)  
        

                  	
                    Vesting.
      At the time of the grant of a Stock Appreciation Right, the Board may
      impose such restrictions or conditions to the vesting of such Stock
      Appreciation Right as it, in its sole discretion, deems
      appropriate.

                  


          

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          
            	
                    (v)    
       

                  	
                    Exercise.
      To exercise any outstanding Stock Appreciation Right, the Participant must
      provide written notice of exercise to the Company in compliance with the
      provisions of the Stock Appreciation Right Agreement evidencing such Stock
      Appreciation Right.

                  


          

           

          
            	
                    (vi)   
       

                  	
                    Payment.
      The appreciation distribution in respect to a Stock Appreciation Right may
      be paid in Common Stock, in cash, in any combination of the two or in any
      other form of consideration, as determined by the Board and contained in
      the Stock Appreciation Right Agreement evidencing such Stock Appreciation
      Right.

                  


          

           

          
            	
                    (vii)  
       

                  	
                    Termination
      of Continuous Service. In the event that a Participant’s Continuous
      Service terminates (other than for Cause), the Participant may exercise
      his or her Stock Appreciation Right (to the extent that the Participant
      was entitled to exercise such Stock Appreciation Right as of the date of
      termination) but only within such period of time ending on the earlier of
      (A) the date three (3) months following the termination of the
      Participant’s Continuous Service (or such longer or shorter period
      specified in the Stock Appreciation Right Agreement), or (B) the
      expiration of the term of the Stock Appreciation Right as set forth in the
      Stock Appreciation Right Agreement. If, after termination, the Participant
      does not exercise his or her Stock Appreciation Right within the time
      specified herein or in the Stock Appreciation Right Agreement (as
      applicable), the Stock Appreciation Right shall
  terminate.

                  


          

           

          
            	
                    (viii)
        

                  	
                    Extension
      of Termination Date. Unless otherwise provided in a Participant’s Stock
      Appreciation Right Agreement, if the exercise of the Stock Appreciation
      Right following the termination of the Participant’s Continuous Service
      (other than for Cause) would be prohibited at any time solely because the
      issuance of shares of Common Stock would violate the registration
      requirements under the Securities Act, then the Stock Appreciation Right
      shall terminate on the earlier of (i) the expiration of a period
      equal to the post-termination exercise period described in
      Section 6(c)(vii) above after the termination of the Participant’s
      Continuous Service during which the exercise of the Stock Appreciation
      Right would not be in violation of such registration requirements, or
      (ii) the expiration of the term of the Stock Appreciation Right as
      set forth in the Stock Appreciation Right Agreement. In addition, unless
      otherwise provided in a Participant’s Stock Appreciation Right Agreement,
      if the sale of the Common Stock received upon exercise of a Stock
      Appreciation Right following the termination of the Participant’s
      Continuous Service (other than for Cause) would violate the Company’s
      insider trading policy, then the Stock Appreciation Right shall terminate
      on the earlier of (i) the expiration of a period equal to the
      post-termination exercise period described in Section 6(c)(vii) above
      after the termination of the Participant’s Continuous Service during which
      the exercise of the Stock Appreciation Right would not be in violation of
      the Company’s insider trading policy, (ii) the 15th day of the
      third month after the date on which the Stock Appreciation Right would
      cease to be exercisable but for this Section 6(c)(viii), or such
      longer period as would not cause the Stock Appreciation Right to become
      subject to Section 409A(a)(1) of the Code; or (iii) the
      expiration of the term of the Stock Appreciation Right as set forth in the
      Stock Appreciation Right Agreement.

                  


          

           

          
            	
                    (ix)  
        

                  	
                    Termination
      for Cause. Except as explicitly provided otherwise in an Participant’s
      Stock Appreciation Right Agreement, in the event that a Participant’s
      Continuous Service is terminated for Cause, the Stock Appreciation Right
      shall terminate upon the termination date of such Participant’s Continuous
      Service, and the Participant shall be prohibited from exercising his or
      her Stock Appreciation Right from and after the time of such termination
      of Continuous Service.

                  


          

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          
            	
                    (x)    
       

                  	
                    Compliance
      with Section 409A of the Code. Notwithstanding anything to the
      contrary set forth herein, any Stock Appreciation Rights granted under the
      Plan that are not exempt from the requirements of Section 409A of the
      Code shall contain such provisions so that such Stock Appreciation Rights
      will comply with the requirements of Section 409A of the Code. Such
      restrictions, if any, shall be determined by the Board and contained in
      the Stock Appreciation Right Agreement evidencing such Stock Appreciation
      Right. For example, such restrictions may include, without limitation, a
      requirement that a Stock Appreciation Right that is to be paid wholly or
      partly in cash must be exercised and paid in accordance with a fixed
      pre-determined schedule.

                  


          

          


          
            
              	
                      (d)    
       

                    	
                      Performance
      Awards.

                    


            

          

          
            


          

          
            
              	
                      (i)    
        

                    	
                      Performance
      Stock Awards. A Performance Stock Award is a Stock Award that may be
      granted, may vest, or may be exercised based upon the attainment during a
      Performance Period of certain Performance Goals. A Performance Stock Award
      may, but need not, require the completion of a specified period of
      Continuous Service. The length of any Performance Period, the Performance
      Goals to be achieved during the Performance Period, and the measure of
      whether and to what degree such Performance Goals have been attained shall
      be conclusively determined by the Committee or the Board in its sole
      discretion. The maximum number of shares that may be granted to any
      Participant in a calendar year attributable to Stock Awards described in
      this Section 6(d)(i) shall not exceed Five Hundred Thousand (500,000)
      shares of Common Stock. In addition, to the extent permitted by applicable
      law and the applicable Award Agreement, the Board may determine that cash
      may be used in payment of Performance Stock
  Awards.

                    


            

          

           

          
            	
                    (ii)    
       

                  	
                    Performance
      Cash Awards. A Performance Cash Award is a cash award that may be granted
      upon the attainment during a Performance Period of certain Performance
      Goals. A Performance Cash Award may also require the completion of a
      specified period of Continuous Service. The length of any Performance
      Period, the Performance Goals to be achieved during the Performance
      Period, and the measure of whether and to what degree such Performance
      Goals have been attained shall be conclusively determined by the Committee
      in its sole discretion. The maximum value that may be granted to any
      Participant in a calendar year attributable to cash awards described in
      this Section 6(d)(ii) shall not exceed Five Hundred Thousand dollars
      ($500,000). The Board may provide for or, subject to such terms and
      conditions as the Board may specify, may permit a Participant to elect
      for, the payment of any Performance Cash Award to be deferred to a
      specified date or event. The Committee or the Board may specify the form
      of payment of Performance Cash Awards, which may be cash or other
      property, or may provide for a Participant to have the option for his or
      her Performance Cash Award, or such portion thereof as the Board may
      specify, to be paid in whole or in part in cash or other property. In
      addition, to the extent permitted by applicable law and the applicable
      Award Agreement, the Board may determine that Common Stock authorized
      under this Plan may be used in payment of Performance Cash Awards,
      including additional shares in excess of the Performance Cash Award as an
      inducement to hold shares of Common
Stock.

                  


          

          
            


            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (e)    
       

                    	
                      Other Stock
      Awards. Other forms of Stock Awards valued in whole or in part
      by reference to, or otherwise based on, Common Stock may be granted either
      alone or in addition to Stock Awards provided for under Section 5 and
      the preceding provisions of this Section 6. Subject to the provisions
      of the Plan, the Board shall have sole and complete authority to determine
      the persons to whom and the time or times at which such Other Stock Awards
      will be granted, the number of shares of Common Stock (or the cash
      equivalent thereof) to be granted pursuant to such Other Stock Awards and
      all other terms and conditions of such Other Stock
  Awards.

                    


            

          

          


          
            	
                    7.  

                  	
                    Covenants
      of the Company.

                  


          

          


          
            
              	
                      (a)      

                    	
                      Availability of
      Shares. During the terms of the Stock Awards, the Company
      shall keep available at all times the number of shares of Common Stock
      required to satisfy such Stock
Awards.

                    


            

          

          
            


          

          
            
              	
                      (b)   
        

                    	
                      Securities Law Compliance.
      The Company shall seek to obtain from each regulatory commission or
      agency having jurisdiction over the Plan such authority as may be required
      to grant Stock Awards and to issue and sell shares of Common Stock upon
      exercise of the Stock Awards; provided, however, that this undertaking
      shall not require the Company to register under the Securities Act the
      Plan, any Stock Award or any Common Stock issued or issuable pursuant to
      any such Stock Award. If, after reasonable efforts, the Company is unable
      to obtain from any such regulatory commission or agency the authority that
      counsel for the Company deems necessary for the lawful issuance and sale
      of Common Stock under the Plan, the Company shall be relieved from any
      liability for failure to issue and sell Common Stock upon exercise of such
      Stock Awards unless and until such authority is
  obtained.

                    


            

          

          
            


          

          
            
              	
                      (c)   
        

                    	
                      No Obligation to
      Notify. The Company shall have no duty or obligation to any
      holder of a Stock Award to advise such holder as to the time or manner of
      exercising such Stock Award. Furthermore, the Company shall have no duty
      or obligation to warn or otherwise advise such holder of a pending
      termination or expiration of a Stock Award or a possible period in which
      the Stock Award may not be exercised. The Company has no duty or
      obligation to minimize the tax consequences of a Stock Award to the holder
      of such Stock Award.

                    


            

          

          


          
            	
                    8.  

                  	
                    Miscellaneous.

                  


          

          


          
            
              	
                      (a)   
        

                    	
                      Use of Proceeds from Sales of
      Common Stock. Proceeds from the sale of shares of Common Stock
      pursuant to Stock Awards shall constitute general funds of the
      Company.

                    


            

          

          
            


          

          
            
              	
                      (b)    
       

                    	
                      Corporate Action Constituting
      Grant of Stock Awards. Corporate action constituting a grant
      by the Company of a Stock Award to any Participant shall be deemed
      completed as of the date of such corporate action, unless otherwise
      determined by the Board, regardless of when the instrument, certificate,
      or letter evidencing the Stock Award is communicated to, or actually
      received or accepted by, the
Participant.

                    


            

          

          
            


          

          
            
              	
                      (c)    
       

                    	
                      Stockholder
      Rights. No Participant shall be deemed to be the holder of, or
      to have any of the rights of a holder with respect to, any shares of
      Common Stock subject to such Stock Award unless and until such Participant
      has exercised the Stock Award pursuant to its terms and the Participant
      shall not be deemed to be a stockholder of record until the issuance of
      the Common Stock pursuant to such exercise has been entered into the books
      and records of the Company.

                    


            

          

          
            


            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (d)    
       

                    	
                      No Employment or Other Service
      Rights. Nothing in the Plan, any Stock Award Agreement or other
      instrument executed thereunder or in connection with any Award granted
      pursuant to the Plan shall confer upon any Participant any right to
      continue to serve the Company or an Affiliate in the capacity in effect at
      the time the Stock Award was granted or shall affect the right of the
      Company or an Affiliate to terminate (i) the employment of an
      Employee with or without notice and with or without cause, (ii) the
      service of a Consultant pursuant to the terms of such Consultant’s
      agreement with the Company or an Affiliate, or (iii) the service of a
      Director pursuant to the Bylaws of the Company or an Affiliate, and any
      applicable provisions of the corporate law of the state in which the
      Company or the Affiliate is incorporated, as the case may
    be.

                    


            

          

          
             

          

          
            
              	
                      (e)    
       

                    	
                      Incentive Stock Option $100,000
      Limitation. To the extent that the aggregate Fair Market Value
      (determined at the time of grant) of Common Stock with respect to which
      Incentive Stock Options are exercisable for the first time by any
      Optionholder during any calendar year (under all plans of the Company and
      any Affiliates) exceeds one hundred thousand dollars ($100,000), the
      Options or portions thereof that exceed such limit (according to the order
      in which they were granted) shall be treated as Nonstatutory Stock
      Options, notwithstanding any contrary provision of the applicable Option
      Agreement(s).

                    


            

          

          
            


          

          
            
              	
                      (f)     
       

                    	
                      Investment
      Assurances. The Company may require a Participant, as a
      condition of exercising or acquiring Common Stock under any Stock Award,
      (i) to give written assurances satisfactory to the Company as to the
      Participant’s knowledge and experience in financial and business matters
      and/or to employ a purchaser representative reasonably satisfactory to the
      Company who is knowledgeable and experienced in financial and business
      matters and that he or she is capable of evaluating, alone or together
      with the purchaser representative, the merits and risks of exercising the
      Stock Award; and (ii) to give written assurances satisfactory to the
      Company stating that the Participant is acquiring Common Stock subject to
      the Stock Award for the Participant’s own account and not with any present
      intention of selling or otherwise distributing the Common Stock. The
      foregoing requirements, and any assurances given pursuant to such
      requirements, shall be inoperative if (i) the issuance of the shares
      upon the exercise or acquisition of Common Stock under the Stock Award has
      been registered under a then currently effective registration statement
      under the Securities Act, or (ii) as to any particular requirement, a
      determination is made by counsel for the Company that such requirement
      need not be met in the circumstances under the then applicable securities
      laws. The Company may, upon advice of counsel to the Company, place
      legends on stock certificates issued under the Plan as such counsel deems
      necessary or appropriate in order to comply with applicable securities
      laws, including, but not limited to, legends restricting the transfer of
      the Common Stock.

                    


            

          

          
            


          

          
            
              	
                      (g)    
       

                    	
                      Withholding
      Obligations. Unless prohibited by the terms of a Stock Award
      Agreement, the Company may, in its sole discretion, satisfy any federal,
      state or local tax withholding obligation relating to an Award by any of
      the following means (in addition to the Company’s right to withhold from
      any compensation paid to the Participant by the Company) or by a
      combination of such means: (i) causing the Participant to tender a
      cash payment; (ii) withholding shares of Common Stock from the shares
      of Common Stock issued or otherwise issuable to the Participant in
      connection with the Award; (iii) withholding cash from an Award
      settled in cash; or (iv) by such other method as may be set forth in
      the Award Agreement.

                    


            

          

          
            


          

          
            
              	
                      (h)   
        

                    	
                      Electronic
      Delivery. Any reference herein to a “written” agreement or
      document shall include any agreement or document delivered electronically,
      or posted on the Company’s
intranet.

                    


            

          

          
            


          

          
            
              	
                      (i)    
        

                    	
                      Deferrals. To the
      extent permitted by applicable law, the Board, in its sole discretion, may
      determine that the delivery of Common Stock or the payment of cash, upon
      the exercise, vesting or settlement of all or a portion of any Award may
      be deferred and may establish programs and procedures for deferral
      elections to be made by Participants. Deferrals by Participants will be
      made in accordance with Section 409A of the Code. Consistent with
      Section 409A of the Code, the Board may provide for distributions
      while a Participant is still an employee. The Board is authorized to make
      deferrals of Stock Awards and determine when, and in what annual
      percentages, Participants may receive payments, including lump sum
      payments, following the Participant’s termination of employment or
      retirement, and implement such other terms and conditions consistent with
      the provisions of the Plan and in accordance with applicable
      law.

                    


            

          

          
            


            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (j)     
       

                    	
                      Compliance with 409A. To
      the extent that the Board determines that any Award granted under the Plan
      is subject to Section 409A of the Code, the Award Agreement
      evidencing such Award shall incorporate the terms and conditions necessary
      to avoid the consequences specified in Section 409A(a)(1) of the
      Code. To the extent applicable, the Plan and Award Agreements shall be
      interpreted in accordance with Section 409A of the Code and
      Department of Treasury regulations and other interpretive guidance issued
      thereunder, including without limitation any such regulations or other
      guidance that may be issued or amended after the Effective Date.
      Notwithstanding any provision of the Plan to the contrary, in the event
      that following the Effective Date the Board determines that any Award may
      be subject to Section 409A of the Code and related Department of
      Treasury guidance (including such Department of Treasury guidance as may
      be issued after the Effective Date), the Board may adopt such amendments
      to the Plan and the applicable Award Agreement or adopt
      other policies and procedures (including amendments, policies and
      procedures with retroactive effect), or take any other actions, that the
      Board determines are necessary or appropriate to (1) exempt the Award
      from Section 409A of the Code and/or preserve the intended tax
      treatment of the benefits provided with respect to the Award, or
      (2) comply with the requirements of Section 409A of the Code and
      related Department of Treasury
guidance.

                    


            

          

          


          
            	
                    9.  

                  	
                    Adjustments
      upon Changes in Common Stock; Other Corporate
  Events.

                  


          

          


          
            
              	
                      (a)   
        

                    	
                      Capitalization
      Adjustments. In the event of a Capitalization Adjustment, the
      Board shall appropriately adjust: (i) the class(es) and maximum
      number of securities subject to the Plan pursuant to Section 3(a),
      (ii) the class(es) and maximum number of securities that may be
      issued pursuant to the exercise of Incentive Stock Options pursuant to
      Section 3(d), (iii) the class(es) and maximum number of
      securities that may be awarded to any person pursuant to Section 3(e)
      and 6(d)(i), and (iv) the class(es) and number of securities and
      price per share of stock subject to outstanding Stock Awards. The Board
      shall make such adjustments, and its determination shall be final, binding
      and conclusive.

                    


            

          

          
            


          

          
            
              	
                      (b)    
       

                    	
                      Corporate
      Transaction. The following provisions shall apply to Stock
      Awards in the event of a Corporate Transaction unless otherwise provided
      in the instrument evidencing the Stock Award or any other written
      agreement between the Company or any Affiliate and the holder of the Stock
      Award or unless otherwise expressly provided by the Board at the time of
      grant of a Stock Award.

                    


            

          

          
            


          

          
            
              	
                      (i)     
       

                    	
                      Stock
      Awards May Be Assumed. Except as otherwise stated in the Stock Award
      Agreement, in the event of a Corporate Transaction, any surviving
      corporation or acquiring corporation (or the surviving or acquiring
      corporation’s parent company) may assume or continue any or all Stock
      Awards outstanding under the Plan or may substitute similar stock awards
      for Stock Awards outstanding under the Plan (including but not limited to,
      awards to acquire the same consideration paid to the stockholders of the
      Company pursuant to the Corporate Transaction), and any reacquisition or
      repurchase rights held by the Company in respect of Common Stock issued
      pursuant to Stock Awards may be assigned by the Company to the successor
      of the Company (or the successor’s parent company, if any), in connection
      with such Corporate Transaction. A surviving corporation or acquiring
      corporation (or its parent) may choose to assume or continue only a
      portion of a Stock Award or substitute a similar stock award for only a
      portion of a Stock Award. The terms of any assumption, continuation or
      substitution shall be set by the Board in accordance with the provisions
      of Section 2.

                    


            

          

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

          
            	
                    (ii)    
       

                  	
                    Stock
      Awards Held by Current Participants. Except as otherwise stated in the
      Stock Award Agreement, in the event of a Corporate Transaction in which
      the surviving corporation or acquiring corporation (or its parent company)
      does not assume or continue such outstanding Stock Awards or substitute
      similar stock awards for such outstanding Stock Awards, then with respect
      to Stock Awards that have not been assumed, continued or substituted and
      that are held by Participants whose Continuous Service has not terminated
      prior to the effective time of the Corporate Transaction (referred to as
      the “Current
      Participants” ), the vesting of such Stock Awards (and, if
      applicable, the time at which such Stock Awards may be exercised) shall
      (contingent upon the effectiveness of the Corporate Transaction) be
      accelerated in full to a date prior to the effective time of such
      Corporate Transaction as the Board shall determine (or, if the Board shall
      not determine such a date, to the date that is five (5) days prior to
      the effective time of the Corporate Transaction), and such Stock Awards
      shall terminate if not exercised (if applicable) at or prior to the
      effective time of the Corporate Transaction, and any reacquisition or
      repurchase rights held by the Company with respect to such Stock Awards
      shall lapse (contingent upon the effectiveness of the Corporate
      Transaction).

                  


          

           

          
            	
                    (iii)     

                  	
                    Stock
      Awards Held by Persons other than Current Participants. Except as
      otherwise stated in the Stock Award Agreement, in the event of a Corporate
      Transaction in which the surviving corporation or acquiring corporation
      (or its parent company) does not assume or continue such outstanding Stock
      Awards or substitute similar stock awards for such outstanding Stock
      Awards, then with respect to Stock Awards that have not been assumed,
      continued or substituted and that are held by persons other than Current
      Participants, the vesting of such Stock Awards (and, if applicable, the
      time at which such Stock Award may be exercised) shall
      not be accelerated and such Stock Awards (other than a Stock Award
      consisting of vested and outstanding shares of Common Stock not subject to
      the Company’s right of repurchase) shall terminate if not exercised (if
      applicable) prior to the effective time of the Corporate Transaction;
      provided, however , that any reacquisition or repurchase rights held by
      the Company with respect to such Stock Awards shall not terminate and may
      continue to be exercised notwithstanding the Corporate
      Transaction.

                  


          

           

          
            	
                    (iv)  
        

                  	
                    Payment
      for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in
      the event a Stock Award will terminate if not exercised prior to the
      effective time of a Corporate Transaction, the Board may provide, in its
      sole discretion, that the holder of such Stock Award may not exercise such
      Stock Award but will receive a payment, in such form as may be determined
      by the Board, equal in value to the excess, if any, of (A) the value
      of the property the holder of the Stock Award would have received upon the
      exercise of the Stock Award, over (B) any exercise price payable by
      such holder in connection with such
exercise.

                  


          

          


          
            
              	
                      (c)   
        

                    	
                      Change in
      Control. Except as specifically provided otherwise in the
      Stock Award Agreement covering a Stock Award or other written agreement
      between the Company or any Affiliate and the Participant and
      notwithstanding any other provisions of the Plan to the contrary, if
      (i) a Change in Control occurs and (ii) within the period
      beginning six (6) months before such Change in Control and ending
      twelve (12) months after the effective date of such Change in Control
      a Participant’s Continuous Service (including service with a successor to
      the Company or an Affiliate) terminates due to an involuntary termination
      (not including death or Disability) without Cause or due to a voluntary
      termination for Good Reason, then, as of the date of such termination,
      (x) each Stock Award held by such Participant shall automatically
      become fully vested (and any reacquisition or repurchase rights held by
      the Company with respect to the shares of Common Stock subject to such
      acceleration shall lapse in full, as appropriate) and, if applicable, each
      such Stock Award shall become immediately exercisable in full, and
      (y) the Participant may exercise his or her Option or Stock
      Appreciation Right until the earlier of (i) the date one
      (1) year following such termination, or (ii) the expiration of
      the term of the Option or Stock Appreciation Right as set forth in the
      applicable Award Agreement. In addition, a Stock Award may be subject to
      additional acceleration of vesting and exercisability upon or after a
      Change in Control as may be provided in the Stock Award Agreement for such
      Stock Award or as may be provided in any other written agreement between
      the Company or any Affiliate and the
  Participant.

                    


            

          

          
             

            
              
                
                

              

              
                16

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (d)    
       

                    	
                      Potential Reduction of
      Parachute Payments.

                    


            

          

          
            


          

          
            
              	
                      (i)     
       

                    	
                      If
      the acceleration of the vesting and exercisability of Stock Awards
      provided for in Sections 9(b) and 9(c), together with payments and
      other benefits of a Participant (collectively, the “Payment” )
      (i) constitute a “parachute payment” within the meaning of
      Section 280G of the Code, or any comparable successor provisions, and
      (ii) but for this Section 9(d) would be subject to the excise
      tax imposed by Section 4999 of the Code, or any comparable successor
      provisions (the “Excise
      Tax” ), then such Payment shall be either (1) provided to such
      Participant in full, or (2) provided to such Participant as to such
      lesser extent that would result in no portion of such Payment being
      subject to the Excise Tax, whichever of the foregoing amounts, when taking
      into account applicable federal, state, local and foreign income and
      employment taxes, the Excise Tax, and any other applicable taxes, results
      in the receipt by such Participant, on an after-tax basis, of the greatest
      amount of the Payment, notwithstanding that all or some portion of the
      Payment may be subject to the Excise
Tax.

                    


            

          

          
            


          

          
            
              	
                      (ii)    
       

                    	
                      The
      Company shall appoint a nationally recognized independent accounting firm
      or consulting firm (the “Accountant”) to make
      the determinations required hereunder, which accounting firm shall not
      then be serving as accountant or auditor for the individual, entity or
      group that effected the Change in Control. The Company shall bear all
      costs and expenses with respect to the determinations the Accountant may
      reasonably incur in connection with any calculations contemplated by this
      Section 9(d).

                    


            

          

          
            


          

          
            
              	
                      (iii)  
        

                    	
                      Unless
      the Company and such Participant otherwise agree in writing, any
      determination required under this Section 9(d) shall be made in
      writing in good faith by the Accountant. If a reduction in the Payment is
      to be made as provided above, reductions shall occur in the following
      order unless the Participant elects in writing a
      different order (provided, however, that such election shall be subject to
      Company approval if made on or after the date that triggers the Payment or
      a portion thereof): (A) reduction of cash payments; (B) cancellation
      of accelerated vesting of Options and other Stock Awards; and
      (C) reduction of other benefits paid to the Participant. If
      acceleration of vesting of Stock Awards is to be reduced, such
      acceleration of vesting shall be cancelled in the reverse order of date of
      grant of the Stock Awards (i.e., the earliest granted Stock Award
      cancelled last) unless the Participant elects in writing a different order
      for cancellation.

                    


            

          

          
            


            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (iv)   
       

                    	
                      For
      purposes of making the calculations required by this Section 9(d),
      the Accountant may make reasonable assumptions and approximations
      concerning applicable taxes and may rely on reasonable, good faith
      interpretations concerning the application of the Code and other
      applicable legal authority. The Company and the Participant shall furnish
      to the Accountant such information and documents as the Accountant may
      reasonably request in order to make such a
  determination.

                    


            

          

          
            


          

          
            
              	
                      (v)   
        

                    	
                      If,
      notwithstanding any reduction described above, the Internal Revenue
      Service (the “IRS”) determines that
      the Participant is liable for the Excise Tax as a result of the Payment,
      then the Participant shall be obligated to pay back to the Company, within
      thirty (30) days after a final IRS determination or, in the event
      that the Participant challenges the final IRS determination, a final
      judicial determination, a portion of the Payment (the “Repayment Amount”). The
      Repayment Amount with respect to the Payment shall be the smallest such
      amount, if any, as shall be required to be paid to the Company so that the
      Participant’s net after-tax proceeds with respect to the Payment (after
      taking into account the payment of the Excise Tax and all other applicable
      taxes imposed on the Payment) shall be maximized. The Repayment Amount
      with respect to the Payment shall be zero if a Repayment Amount of more
      than zero would not result in the Participant’s net after-tax proceeds
      with respect to the Payment being maximized. If the Excise Tax is not
      eliminated pursuant to this paragraph, the Participant shall pay the
      Excise Tax.

                    


            

          

          
            


          

          
            
              	
                      (vi)   
       

                    	
                      Notwithstanding
      any other provision of this Section 9(d), if (A) there is a
      reduction in the Payment as described above, (B) the IRS later
      determines that the Participant is liable for the Excise Tax, the payment
      of which would result in the maximization of the Participant’s net
      after-tax proceeds of the Payment (calculated as if the Payment had not
      previously been reduced), and (C) the Participant pays the Excise
      Tax, then the Company shall pay or otherwise provide to the Participant
      that portion of the Payment that was reduced pursuant to this
      Section 9(d) contemporaneously or as soon as administratively
      possible after the Participant pays the Excise Tax so that the
      Participant’s net after-tax proceeds with respect to the Payment are
      maximized.

                    


            

          

          
            


          

          
            If the
Participant either (A) brings any action to enforce rights pursuant to this
Section 9(d), or (B) defends any legal challenge to his or her rights
under this Section 9(d), the Participant shall be entitled to recover
attorneys’ fees and costs incurred in connection with such action, regardless of
the outcome of such action; provided, however, that if such action is commenced
by the Participant, the court finds that the action was brought in good faith.


          

          


          
            	
                    10.  

                  	
                    Termination
      or Suspension of the Plan.

                  


          

          


          
            
              	
                      (a)   
        

                    	
                      Plan Term. Unless
      sooner terminated by the Board pursuant to Section 3, the Plan shall
      automatically terminate on the day before the tenth (10th) anniversary of
      the date the Plan is adopted by the Board or approved by the stockholders
      of the Company, whichever is earlier. No Awards may be granted under the
      Plan while the Plan is suspended or after it is
  terminated.

                    


            

          

          
            


            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

               

            

          

          
            
              	
                      (b)   
        

                    	
                      No Impairment of
      Rights. Termination of the Plan shall not impair rights and
      obligations under any Award granted while the Plan is in effect except
      with the written consent of the affected
  Participant.

                    


            

          

          


          
            	
                    11.  

                  	
                    Effective
      Date of Plan.

                  


          

           

          This Plan
shall become effective on the Effective Date. If the Plan has not been approved
by the stockholders of the Company by the first anniversary of the Adoption
Date, the adoption of the Plan shall be null and void.

          


          
            	
                    12.  

                  	
                    Choice
      of Law.

                  


          

           

          The law
of the State of California shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to such
state’s conflict of laws rules.

          


          
            	
                    13.  

                  	
                    Definitions.

                  


          

           

          As used
in the Plan, the definitions contained in this Section 13 shall apply to
the capitalized terms indicated below:

          


          
            	
                    (a)   
        

                  	
                    “Adoption Date”
      means May 9, 2008, the date the Plan was adopted by the
    Board.

                  


          

           

          
          

          
            	
                    (b)   
        

                  	
                    “Affiliate”
      means, at the time of determination, any “parent” or “subsidiary” as such
      terms are defined in Rule 405 of the Securities Act. The Board shall
      have the authority to determine the time or times at which “parent” or
      “subsidiary” status is determined within the foregoing
      definition.

                  


          

           

          
          

          
            	
                    (c)    
       

                  	
                    “Award”
      means a Stock Award or a Performance Cash
Award.

                  


          

           

          
          

          
            	
                    (d)   
        

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

                  


          

          


          
            	
                    (e)    
       

                  	
                    “Capitalization Adjustment”
      means any change that is made in, or other events that occur with respect
      to, the Common Stock subject to the Plan or subject to any Stock Award
      after the Effective Date without the receipt of consideration by the
      Company (through merger, consolidation, reorganization, recapitalization,
      reincorporation, stock dividend, dividend in property other than cash,
      stock split, liquidating dividend, combination of shares, exchange of
      shares, change in corporate structure or other transaction not involving
      the receipt of consideration by the Company. Notwithstanding the
      foregoing, the conversion of any convertible securities of the Company
      shall not be treated as a transaction “without receipt of consideration”
      by the Company.

                  


          

          


          
            	
                    (f)     
       

                  	
                    “Cause”
      means with respect to a Participant, the occurrence of any of the
      following events: (i) such Participant’s commission of any felony or
      any crime involving fraud or moral turpitude under the laws of the United
      States or any state thereof; (ii) such Participant’s attempted
      commission of, or participation in, a fraud or act of dishonesty against
      the Company; (iii) such Participant’s intentional, material violation
      of any contract or agreement between the Participant and the Company or of
      any statutory duty owed to the Company; (iv) such Participant’s
      intentional unauthorized use or intentional disclosure of the Company’s
      confidential information or trade secrets; or (v) such Participant’s
      gross misconduct. The determination that a termination of the
      Participant’s Continuous Service is either for Cause or without Cause
      shall be made by the Company in good faith in its sole discretion. Any
      determination by the Company that the Continuous Service of a Participant
      was terminated by reason of dismissal without Cause for the purposes of
      outstanding Awards held by such Participant shall have no effect upon any
      determination of the rights or obligations of the Company or such
      Participant for any other purpose.

                  


          

          


          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

             

          

          
            	
                    (g)    
       

                  	
                    “Change In Control,”
      with respect to Awards granted on or after the Effective Date, will be
      deemed to have occurred upon the first to occur of an event set forth in
      any one of the following
paragraphs:

                  


          

           

          
            	
                    (i)     
       

                  	
                    the
      acquisition (other than from the Company, by any person (as such term is
      defined in Section 13(c) or 14(d) of the Securities Exchange Act of
      1934, as amended (the “1934 Act”)) of
      beneficial Ownership (within the meaning of Rule 13d-3 promulgated
      under the 1934 Act) of thirty percent (30%) or more of the combined
      voting power of the Company’s then outstanding voting
      securities;

                  


          

           

          
          

          
            	
                    (ii)    
       

                  	
                    the
      individuals who, as of the Effective Date, are members of the Board (the
      “Incumbent
      Board”), cease for any reason to constitute at least a majority of
      the Board, unless the election, or nomination for election by the
      Company’s stockholders, of any new director was approved by a vote of at
      least a majority of the Incumbent Board, and such new director shall, for
      purposes of this Plan, be considered as a member of the Incumbent
      Board; or

                  


          

           

          
          

          
            	
                    (iii)   
       

                  	
                    the
      closing of:

                  


          

           

          
            	
                    (1)   
        

                  	
                    a
      merger or consolidation involving the Company if the stockholders of the
      Company, immediately before such merger or consolidation, do not, as a
      result of such merger or consolidation, Own, directly or indirectly, more
      than fifty percent (50%) of the combined voting power of the then
      outstanding voting securities of the corporation resulting from such
      merger or consolidation in substantially the same proportion as their
      Ownership of the combined voting power of the voting securities of the
      Company outstanding immediately before such merger or
      consolidation; or

                  


          

           

          
          

          
            	
                    (2)      

                  	
                    a
      complete liquidation or dissolution of the Company, or an agreement for
      the sale or other disposition of all or substantially all of the assets of
      the Company.

                  


          

          


          
            Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
thirty percent (30%) or more of the combined voting power of the Company’s then
outstanding securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries or (ii) any corporation which,
immediately prior to such acquisition, is Owned directly or indirectly by the
stockholders of the Company in the same proportion as their Ownership of stock
in the Company immediately prior to such acquisition.

          

          
            


          

          
            For the
avoidance of doubt, the term Change in Control shall not include a sale of
assets, merger or other transaction effected exclusively for the purpose of
changing the domicile of the Company.

          

          
            


          

          
            Notwithstanding
the foregoing or any other provision of this Plan, the definition of Change in
Control (or any analogous term) in an individual written agreement between the
Company or any Affiliate and the Participant shall supersede the foregoing
definition with respect to Awards subject to such agreement; provided, however,
that if no definition of Change in Control or any analogous term is set forth in
such an individual written agreement, the foregoing definition shall
apply.

             

            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            

          

          
            


          

          
            In the
event that a Change in Control affects any Award that is deferred on or after
January 1, 2005, then to the extent necessary to avoid the adverse tax
treatment contained in Code Section 409A(a)(1), the term “Change in Control” shall
conform to the definition of Change of Control under Section 409A of the
Code, as amended, and the Treasury Department or Internal Revenue Service
Regulations or Guidance issued thereunder.

          

          


          
            	
                    (h)   
        

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

                  


          

          


          
            	
                    (i)    
        

                  	
                    “Committee”
      means a committee of one (1) or more Directors to whom authority has
      been delegated by the Board in accordance with
      Section 2(c).

                  


          

          


          
            	
                    (j)     
       

                  	
                    “Common Stock”
      means the common stock of the
Company.

                  


          

          


          
            	
                    (k)   
        

                  	
                    “Company”
      means CrowdGather, Inc., a Nevada
corporation.

                  


          

           

          
          

          
            	
                    (l)     
       

                  	
                    “Consultant”
      means any person, including an advisor, who is (i) engaged by the
      Company or an Affiliate to render consulting or advisory services and is
      compensated for such services, or (ii) serving as a member of the
      board of directors of an Affiliate and is compensated for such services.
      However, service solely as a Director, or payment of a fee for such
      service, shall not cause a Director to be considered a “Consultant” for
      purposes of the Plan.

                  


          

          


          
            	
                    (m)  
        

                  	
                    “Continuous
      Service” means that the Participant’s service with the Company or an
      Affiliate, whether as an Employee, Director or Consultant, is not
      interrupted or terminated. A change in the capacity in which the
      Participant renders service to the Company, or an Affiliate as an
      Employee, Consultant or Director, or a change in the
      entity for which the Participant renders such service, provided that there
      is no interruption or termination of the Participant’s service with the
      Company or an Affiliate, shall not terminate a Participant’s Continuous
      Service. For example, a change in status from an employee of the Company
      to a consultant to an Affiliate or to a Director shall not constitute an
      interruption of Continuous Service. To the extent permitted by law, the
      Board, or the President, or the Chief Executive Officer of the Company, in
      that party’s sole discretion, may determine whether Continuous Service
      shall be considered interrupted in the case of any leave of absence
      approved by that party, including sick leave, military leave or any other
      personal leave. Notwithstanding the foregoing, a leave of absence shall be
      treated as Continuous Service for purposes of vesting in a Stock Award
      only to such extent as may be provided in the Company’s leave of absence
      policy, in the written terms of any leave of absence agreement or policy
      applicable to the Participant, or as otherwise required by
      law.

                  


          

          


          
            	
                    (n)    
       

                  	
                    “Corporate Transaction”
      means the occurrence, in a single transaction or in a series of related
      transactions, of any one or more of the following
  events:

                  


          

          


          
            	
                    (i)    
        

                  	
                    a
      sale or other disposition of all or substantially all, as determined by
      the Board in its sole discretion, of the consolidated assets of the
      Company and its Subsidiaries;

                  


          

           

          
          

          
            	
                    (ii)    
       

                  	
                    a
      sale or other disposition of at least ninety percent (90%) of the
      outstanding securities of the
Company;

                  


          

           

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

             

          

          
            	
                    (iii)   
       

                  	
                    the
      consummation of a merger, consolidation or similar transaction following
      which the Company is not the surviving
  corporation; or

                  


          

          


          
            	
                    (iv)   
       

                  	
                    the
      consummation of a merger, consolidation or similar transaction following
      which the Company is the surviving corporation but the shares of Common
      Stock outstanding immediately preceding the merger, consolidation or
      similar transaction are converted or exchanged by virtue of the merger,
      consolidation or similar transaction into other property, whether in the
      form of securities, cash or
otherwise.

                  


          

           

          
            	
                    (o)    
       

                  	
                    “Covered Employee”
      shall have the meaning provided in Section 162(m)(3) of the Code and
      the regulations promulgated
thereunder.

                  


          

          


          
            	
                    (p)   
        

                  	
                    “Director”
      means a member of the Board.

                  


          

          


          
            	
                    (q)    
       

                  	
                    “Disability”
      means, with respect to a Participant, the inability of such Participant 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 can be expected to last for a continuous period of not less
      than 12 months, as provided in Section 22(e)(3) and
      409A(a)(2)(c)(i) of the Code.

                  


          

          


          
            	
                    (r)     
       

                  	
                    “Effective Date”
      means the effective date of this Plan document, which is the date of the
      annual meeting of stockholders of the Company held in 2008, provided this
      Plan is approved by the Company’s stockholders at such
      meeting.

                  


          

          


          
            	
                    (s)   
        

                  	
                    “Employee”
      means any person employed by the Company or an Affiliate. However, service
      solely as a Director, or payment of a fee for such services, shall not
      cause a Director to be considered an “Employee” for purposes of the
      Plan.

                  


          

           

          
          

          
            	
                    (t)     
       

                  	
                    “Entity”
      means a corporation, partnership, limited liability company or other
      entity.

                  


          

          


          
            	
                    (u)    
       

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

                  


          

          


          
            	
                    (v)    
       

                  	
                    “Fair Market Value”
      means, as of any date, the value of the Common Stock determined as
      follows:

                  


          

           

          
            	
                    (i)    
        

                  	
                    If
      the Common Stock is listed on any established stock exchange or traded on
      the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market
      Value of a share of Common Stock shall be the closing sales price for such
      stock (or the closing bid, if no sales were reported) as quoted on such
      exchange or market (or the exchange or market with the greatest volume of
      trading in the Common Stock) on the date of determination, as reported in
      The Wall Street Journal or such other source as the
      Board deems reliable. Unless otherwise provided by the Board, if there is
      no closing sales price (or closing bid if no sales were reported) for the
      Common Stock on the date of determination, then the Fair Market Value
      shall be the closing selling price (or closing bid if no sales were
      reported) on the last preceding date for which such quotation
      exists.

                  


          

           

          
          

          
            	
                    (ii)    
       

                  	
                    In
      the absence of such markets for the Common Stock, the Fair Market Value
      shall be determined by the Board in good
faith.

                  


          

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

             

          

          
            	
                    (w)  
        

                  	
                    “Good Reason”
      means, with respect to a particular Participant, the occurrence of any of
      the following events, conditions or actions taken by the Company without
      Cause and without such Participant’s consent: (i) Participant’s
      duties or responsibilities are materially diminished (and not simply a
      change in title or reporting relationships); provided, however, that the
      Participant shall not have “Good Reason” to terminate if the Company is
      retained as a separate legal entity or business unit following the
      effective date of a Change of Control and the Participant holds the same
      position in such legal entity or business unit as the eligible employee
      held before the effective date of such Change of Control, (ii) any
      reduction in such Participant’s level of base salary (except for salary
      decreases generally applicable to the Company’s other similarly-situated
      employees), (iii) any significant reduction, in the aggregate, in the
      employee benefit programs made available to the Participant other than a
      reduction in such employee benefit programs affecting all employees of the
      Company substantially equally, or (iv) an increase in the
      Participant’s one-way driving distance from the Participant’s principal
      personal residence to the principal office or business location at which
      the Participant is required to perform services of more than
      20 miles, except for required travel for the Company’s business to an
      extent substantially consistent with the Participant’s prior business
      travel obligations;.

                  


          

           

          
            	
                    (x)   
        

                  	
                    “Incentive Stock Option”
      means an Option that is intended to be, and qualifies as, an “incentive
      stock option” within the meaning of Section 422 of the Code and the
      regulations promulgated thereunder.

                  


          

          


          
            	
                    (y)   
        

                  	
                    “Non-Employee Director”
      means a Director who either (i) is not a current employee or officer
      of the Company or an Affiliate, does not receive compensation, either
      directly or indirectly, from the Company or an Affiliate for services
      rendered as a consultant, or in any capacity other than as a Director
      (except for an amount as to which disclosure would not be required under
      Item 404(a) of Regulation  S-K promulgated pursuant to the
      Securities Act (“Regulation  S-K”)
      ), does not possess an interest in any other transaction for which
      disclosure would be required under Item 404(a) of Regulation 
      S-K, and is not engaged in a business relationship for which disclosure
      would be required pursuant to Item 404(b) of Regulation S-K; or
      (ii) is otherwise considered a “non-employee director” for purposes
      of Rule  16b-3.

                  


          

          


          
            	
                    (z)   
        

                  	
                    “Nonstatutory Stock Option”
      means any Option that does not qualify as an Incentive Stock
      Option.

                  


          

           

          
          

          
            	
                    (aa)  
       

                  	
                    “Officer”
      means a person who is an officer of the Company within the meaning of
      Section 16 of the Exchange Act and the rules and regulations
      promulgated thereunder.

                  


          

          


          
            	
                    (bb)  
       

                  	
                    “Option”
      means an Incentive Stock Option or a Nonstatutory Stock Option to purchase
      shares of Common Stock granted pursuant to the
  Plan.

                  


          

           

          
          

          
            	
                    (cc)  
       

                  	
                    “Option Agreement”
      means a written agreement between the Company and an Optionholder
      evidencing the terms and conditions of an Option grant. Each Option
      Agreement shall be subject to the terms and conditions of the
      Plan.

                  


          

          


          
            	
                    (dd) 
         

                  	
                    “Optionholder”
      means a person to whom an Option is granted pursuant to the Plan or, if
      permitted under the terms of this Plan, such other person who holds an
      outstanding Option.

                  


          

          


          
            	
                    (ee)  
       

                  	
                    “Other Stock Award”
      means an award based in whole or in part by reference to the Common Stock
      which is granted pursuant to the terms and conditions of
      Section 6(d).

                  


          

           

          
          

          
            	
                    (ff)     

                  	
                    “Other Stock Award Agreement”
      means a written agreement between the Company and a holder of an Other
      Stock Award evidencing the terms and conditions of an Other Stock Award
      grant. Each Other Stock Award Agreement shall be subject to the terms and
      conditions of the Plan.

                  


          

          


          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

             

          

          
            	
                    (gg) 
        

                  	
                    “Outside Director”
      means a Director who either (i) is not a current employee of the
      Company or an “affiliated corporation” (within the meaning of Treasury
      Regulations promulgated under Section 162(m) of the Code), is not a
      former employee of the Company or an “affiliated corporation” who receives
      compensation for prior services (other than benefits under a tax-qualified
      retirement plan) during the taxable year, has not been an officer of the
      Company or an “affiliated corporation,” and does not receive remuneration
      from the Company or an “affiliated corporation,” either directly or
      indirectly, in any capacity other than as a Director, or (ii) is
      otherwise considered an “outside director” for purposes of
      Section 162(m) of the Code.

                  


          

          


          
            	
                    (hh)  
       

                  	
                    “Own,”
      “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,”
      to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of
      securities if such person or Entity, directly or indirectly, through any
      contract, arrangement, understanding, relationship or otherwise, has or
      shares voting power, which includes the power to vote or to direct the
      voting, with respect to such
securities.

                  


          

          


          
            	
                    (ii)   
        

                  	
                    “Participant”
      means a person to whom an Award is granted pursuant to the Plan or, if
      applicable, such other person who holds an outstanding Stock
      Award.

                  


          

           

          
          

          
            	
                    (jj)    
       

                  	
                    “Performance Cash Award”
      means an award of cash granted pursuant to the terms and conditions of
      Section 6(d)(ii).

                  


          

           

          
          

          
            	
                    (kk)  
       

                  	
                    “Performance
      Criteria” means the one or more criteria that the Board shall select for
      purposes of establishing the Performance Goals for a Performance Period.
      The Performance Criteria that shall be used to establish such Performance
      Goals may be based on any one of, or combination of, the following:
      (i) earnings per share; (ii) earnings before interest, taxes and
      depreciation; (iii) earnings before interest, taxes, depreciation and
      amortization; (iv) total stockholder return; (v) return on
      equity; (vi) return on assets, investment, or capital employed;
      (vii) operating margin; (viii) gross margin; (ix) operating
      income; (x) net income (before or after taxes); (xi) net
      operating income; (xii) net operating income after tax;
      (xiii) pre-tax profit; (xiv) operating cash flow;
      (xv) sales or revenue targets; (xvi) increases in revenue or
      product revenue; (xvii) expenses and cost reduction goals;
      (xviii) improvement in or attainment of working capital levels;
      (xix) economic value added (or an equivalent metric);
      (xx) market share; (xxi) cash flow; (xxii) cash flow per
      share; (xxiii) share price performance; (xxiv) debt reduction;
      (xxv) implementation or completion of projects or processes;
      (xxvi) customer satisfaction; (xxvii) stockholders’ equity; and
      (xxviii) to the extent that an Award is not intended to comply with
      Section 162(m) of the Code, other measures of performance selected by
      the Board. Partial achievement of the specified criteria may result in the
      payment or vesting corresponding to the degree of achievement as specified
      in the Stock Award Agreement or the written terms of a Performance Cash
      Award. The Board shall, in its sole discretion, define the manner of
      calculating the Performance Criteria it selects to use for such
      Performance Period.

                  


          

           

          
          

          
            	
                    (ll) 
          

                  	
                    “Performance
      Goals” means, for a Performance Period, the one or more goals established
      by the Board for the Performance Period based upon the Performance
      Criteria. Performance Goals may be based on a Company-wide basis, with
      respect to one or more business units, divisions, Affiliates, or business
      segments, and in either absolute terms or relative to the performance of
      one or more comparable companies or the performance of one or more
      relevant indices. At the time of the grant of any Award, the Board is
      authorized to determine whether, when calculating the attainment of
      Performance Goals for a Performance Period: (i) to exclude
      restructuring and/or other nonrecurring charges; (ii) to exclude
      exchange rate effects, as applicable, for non-U.S. dollar denominated
      net sales and operating earnings; (iii) to exclude the effects of
      changes to generally accepted accounting standards required by the
      Financial Accounting Standards Board; (iv) to exclude the effects of
      any statutory adjustments to corporate tax rates; and (v) to exclude
      the effects of any “extraordinary items” as determined under generally accepted accounting principles. In addition, the
      Board retains the discretion to reduce or eliminate the compensation or
      economic benefit due upon attainment of Performance
    Goals.

                  


          

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

             

          

          
          

          
            	
                    (mm)  

                  	
                    “Performance Period”
      means the period of time selected by the Board over which the attainment
      of one or more Performance Goals will be measured for the purpose of
      determining a Participant’s right to and the payment of a Stock Award or a
      Performance Cash Award. Performance Periods may be of varying and
      overlapping duration, at the sole discretion of the
  Board.

                  


          

           

          
          

          
            	
                    (nn) 
       

                  	
                    “Performance Stock Award”
      means a Stock Award granted under the terms and conditions of
      Section 6(d)(i).

                  


          

           

          
          

          
            	
                    (oo)   

                  	
                    “Plan”
      means this CrowdGather, Inc. 2008 Stock Option and Award
    Plan.

                  


          

           

          
          

          
            	
                    (pp)   

                  	
                    “Restricted Stock Award”
      means an award of shares of Common Stock which is granted pursuant to the
      terms and conditions of
Section 6(a).

                  


          

           

          
          

          
            	
                    (qq)
        

                  	
                    “Restricted Stock Award Agreement”
      means a written agreement between the Company and a holder of a Restricted
      Stock Award evidencing the terms and conditions of a Restricted Stock
      Award grant. Each Restricted Stock Award Agreement shall be subject to the
      terms and conditions of the Plan.

                  


          

           

          
          

          
            	
                    (rr)   
       

                  	
                    “Restricted Stock Unit Award”
      means a right to receive shares of Common Stock which is granted pursuant
      to the terms and conditions of
  Section 6(b).

                  


          

           

          
          

          
            	
                    (ss)  
       

                  	
                    “Restricted Stock Unit Award Agreement”
      means a written agreement between the Company and a holder of a Restricted
      Stock Unit Award evidencing the terms and conditions of a Restricted Stock
      Unit Award grant. Each Restricted Stock Unit Award Agreement shall be
      subject to the terms and conditions of the
Plan.

                  


          

           

          
          

          
            	
                    (tt)   
       

                  	
                    “Rule 16b-3”
      means Rule 16b-3 promulgated under the Exchange Act or any successor
      to Rule  16b-3, as in effect from time to
  time.

                  


          

           

          
          

          
            	
                    (uu)   

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

                  


          

           

          
          

          
            	
                    (vv)   
      

                  	
                    “Stock Appreciation Right”
      means a right to receive the appreciation on Common Stock that is granted
      pursuant to the terms and conditions of
  Section 6(c).

                  


          

          


          
            	
                    (ww)  

                  	
                    “Stock Appreciation Right Agreement”
      means a written agreement between the Company and a holder of a Stock
      Appreciation Right evidencing the terms and conditions of a Stock
      Appreciation Right grant. Each Stock Appreciation Right Agreement shall be
      subject to the terms and conditions of the
Plan.

                  


          

          


          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

             

          

          
            	
                    (xx)  
        

                  	
                    “Stock Award”
      means any right to receive Common Stock granted under the Plan, including
      an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock
      Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a
      Performance Stock Award or any Other Stock
  Award.

                  


          

           

          
          

          
            	
                    (yy)
        

                  	
                    “Stock Award Agreement”
      means a written agreement between the Company and a Participant evidencing
      the terms and conditions of a Stock Award grant. Each Stock Award
      Agreement shall be subject to the terms and conditions of the
      Plan.

                  


          

           

          
          

          
            	
                    (zz)  
        

                  	
                    “Subsidiary”
      means, with respect to the Company, (i) any corporation of which more
      than fifty percent (50%) of the outstanding capital stock having ordinary
      voting power to elect a majority of the board of directors of such
      corporation (irrespective of whether, at the time, stock of any other
      class or classes of such corporation shall have or might have voting power
      by reason of the happening of any contingency) is at the time, directly or
      indirectly, Owned by the Company, and (ii) any partnership in which
      the Company has a direct or indirect interest (whether in the form of
      voting or participation in profits or capital contribution) of more than
      fifty percent (50%).

                  


          

           

          
          

          
            	
                    (aaa)  

                  	
                    “Ten
      Percent Stockholder” means a person who Owns (or is deemed to Own pursuant
      to Section 424(d) of the Code) stock possessing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the
      Company or any Affiliate.